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TRANSCRIPT
INDIA NON JUDICIAL
e-Stamp
~~Certificate No.Certificate Issued Date
Account Reference
Unique Doc. Reference
Purchased byDescription of DocumentProperty Description
Consideration Price (Rs.)
First Party
Second PartyStamp Duty Paid ByStamp Duty Amount(Rs.)
IN~DL88549928491834Q15-Feb-20 18 12:20 PM
IMPACC (IV)! dl9881031 DELHI/ DL-DLH
SUBIN-DLDL98810380304584682002QASHIANA LANDCRAFT REALTY PVT LTOArticle Others
Not Applicableo(Zero)ASHIANA LANDCRAFT REALTY PVT LTD
Not ApplicableASHIANA LANDCRAFT REALTY PVT LTD500(Five Hundred only)
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DEBENTURE TRUSTEE APPOINTMENT AGREEMENT CUM TRUST DEED
This DEBENTURE TRUSTEE APPOINTMENT AGREEMENTCUM TRUST DEED("AGREEMENT") is executelSh!\;' L_ 2 \:~,2018("Efft~ti!\f.c Date"). .r.'". @f,/
AMONGST A=~",!~~5j>\) .t(tl-ASHIANA LAND CRAFT REALTY PRlV ATE LIMITED, a companY<::.iI1C(?rpor9tecjunder the Companies Act, 1956 with corporate identity <>. dl1i'iuberU70200WB2012PTCl73601and having its Registered Office at SF, Everest; 46/C,Chowringhee Road, Kolkata - 700071, West Bengal and corporate office at 3H, Plaza M-6,District Centre, Jasola, New Delhi- 110025, (hereinafter referred to as the "Company",which expression shall, unless repugnant to the context or meaning thereof, be deemed tomean and include its successors-ill-title and permitted assigns) of the First Part;
AND
ASHIANA HOMES PRIVATE LIMITED, a company incorporated under the CompaniesAct, 1956 with corporate identity number U70 I0 IWB 1987PTC09654 7and having itsRegistered Office at SF, Everest, 46/C, Chowringhee Road, Kolkata - 700071, West Bengaland corporate office at 3H, Plaza M6, District Centre, Jasola, New Delhi- 110025,(hereinafter referred to as the "Promoter I" or "Ashiana" or "Shareholder 1", whichexpression shall, unless repugnant to the context or meaning thereof, be deemed to meanand include its successors-in-title and permitted assigns) of the Second Part;
AND
LAND CRAFT PROJECTS PRIV ATE LIMITED, a company incorporated under theCompanies Act, J 956 with corporate identity number U45200DL2007PTC159867andhaving its registered office at" Parmesh Corporate Towers, 309, 3rd Floor, Plot No. 13,Karkardooma Community Centre, Delhi - 110092, (hereinafter referred to as the"Promoter II" or "Landeraft" or "Shar-ehofder- 2", which expression shall, unlessrepugnant to the context or meaning thereof, be deemed to mean and include its successors-in-title and permitted assigns) of the Third Part;
AND
MR. ROHIT RAJ MODI, an Indian Inhabitant aged about 42 years, and residing at BB-16,, Greater Kailash Enclave -II, New Delhi, 110048, Delhi, India, (hereinafter referred to as"the Promoter Ill" or "Personal Guarantor 1"which expression shall, unless repugnant
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to the context Or meaning thereof, be deemed to mean and include his heirs. executors,administrato!'s and perrnitted assigns) of the Fourth Part;
AND
MR. MANU GARG, an Indian Inhabitant aged about 47 years, and residingattll F-3317,Nc.hru Nagar,. Ghaziabad., 201001, Uttar Pradesh, India, (hereinafter referred to as "thePr()tl1oter IV"or "Personal (;uanlDtor 2" which expression shall. unless repugnantto.thecontext or meaning thereof, be deemed to mean and include his heirs, executors,adrllinistratots and permitted assigns) of the Fifth Part;
ANDMR. GAliRAV GARG, an Indian inhabitant, with, aged about 37 years, son of Sh. AtulKumar Garg residing at KD-14B Kavi Nagar, Ghaziabad, Uttar Pradesh (hereinafterreferred to as the "Personal Guarantor.3" which expression shall, unless repugn311t to thecontex; or meaning thereof, be deemed to mean and include his heirs.· e;<eeutors andadmillistratol's) iof the Sixthl)art,
ANI)
MR. LALIT KUMAR JAISWAL, an Indian inhabitaru, with Passport No. M924403J!aged Ifbollt 6lyears, residing at KA-72, Kavi Nagar, Ghaziabad, U.P. (hereinafter referred
"Personal Guarantor 4" which expression shall, unless repugnant the contextmeaningthereot be deemed to mean and include his heirs, executors and administrators)
()rthc.$evt'·ntll P.art;
[DIU TRUSTEf:SHIP SERVICI,:SLIMITED, a company established under the CompanyAct, 1.956 with corporate identity number U65991 MH200 IGOll J I ] 54 and having itsRegistered Office at Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate,Mumbai - 400 00 I, Indiarhereinafter called the "Debenture 'I'r-ustee", which expressionshallc.unless.excluded by or repugnant to the context or meaning thereof, include the Trustee
the Debellture Trustee for the time being hereof) of the Eighth Part,
(The pCl'sonsof the Second. Third, Fourth and Fifth Part are hereinafter cOl\ectivelyrefenedto as the "Promoters")
("Personal Guarantor I, Personal Guarantor 2, Personal Guarantor 3 and Personal Guarantor4 are hereinalter collectively referred to as "Personal Guarantors")
tllcPl'omoters, the Personal Guarantor 3. the Personal Guarantor 4 and the
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Debenture Trustee are hereinafter, where the context so permits, referred to individually as"Party" and.jointly as "Parties")
WHEREAS:
1. The Company has been incorporated Linder the provisions of the Companies Act,1956 and is carrying on business or development, redevelopment-and constructionof real.estate and isin the process of developing the said Project (asdejil1ed below);
2, Ashiana and Landcraft being the promoters of the Company have. prom()ted .theCOll1pany for the purpose of development of the said Project (as defined b(daw);
3. The-Company has appointed LDP1, and Ashiana as project manager's in terms of theProject Management Agreements (as (ietilled below) Ior the day to day managementof Pn)jecl and to avail their brand equity and expertise in the real. estate industry inIndia for Project Management Fees (as defined below);
4, Pursuant to the Debenture Trustee Appointment Agreement 1 (as definedhereinafter) and the Debenture Trustee Appointment Agreement 2 (as definedhereinafter), the Company issued the Existing NCDs and Existing OCDsrespectively to the Existing Debenture Trustee. As of the present date, part ofExisting NCDs amounting to Rs, 55,06,52,OOOL (Rupees Fifty Five Crores SixFillY 'two Thousand) have been redeemed.
5. With a view to raise finances for the Purpose (as defined below), thcCOlTlpany,being duly empowered by its memorandum of association and . articles ofasseeiation, pursuant to the authority granted by the resolution of the board ofdirectors of the Company passed at its meeting held on March 20, 20 IS read withresolution of its shareholders under Companies (Prospectus and Allotment ofSecurities) Rules, 20 l4 (hereinafter referred to as "Private Placement Rules") held011 March 20, 20 J 8 intends to issue up to 8, I 0,000 (Eight Lacs Ten Thousand)secured, listed, redeemable and non convertible debentures carrying a face value ofRs. I,OOO!~(Rupees One Thousand) each (hereinafter referred to as "NOI)s" or"Debentures"), aggregating to an amount of Rs, 81,00,00,0001. (Rupees EightyOne Crores Only) (hereinafter referred to as "NeD Subscription Amount") in oneor more tranches on a private placement basis;
6. The Debenture Holder has agreed to subscribe to the NCDs on the terms andconditions more particularly described herein below;
'rhe Company is desirous of appointing the Debenture Trustee as the trustee for andon behalfand for the benefit of the Debenture Holders 011 the terms and conditions
more particularly described herein below;
8. The Debenture Trustee has provided its consent to act as the trustee for the benefitof the Debenture Holders by II letter dated January 29. 2018 (bearing referencenumber 8885-13 ITSLfOPR/CLlJ 7-18/Sr:C/4J3): and
9. The Parties arc desirous ofentering into this Agreement so as to detail the terms andeonditions for the issue of the NCDs and matters related thereto.
IN CONsnn:R/\TION OF THE PREMISES AND MUTUAL AGREEMRNTSANDCOVENANTS CONTAINED IN TIUS AGR~:EMENT AND OTfU.:R GOOI) ANDVALUABLE CONSIDERATION (THE In~CEIPT AND AO];;QUACY OF' WHICHAR.E HEREBY MUTUALLY ACKNOWLEDGElJ). EACH OF THE PARTIESlU:RETO HEREBY AGREE AS FOLLOWS:
I. DEFINITIONS AND lNTf3RPRETATION
All capitalized terms used in this Agreement shall have the meaning ascdbed tothem ill the First Sehed ule hereunder written.
2. SUBSCIUPTION TO THE NCDS
The NCI)s constituted in accordance with the terms hereunder are upro 8, I0,000(Eight Lacs Ten Thousand) secured, listed, redeemable and non convertibledebentures of the face value of Rs. i,OOO /. (Rupees One ThoLisand) eaCh.,collectively aggregating to an amount upto Rs. 8! ,OO,OO,OOOJ-(Rupees Eighty OneCrores Only). The NCDs shall be issued in one or 1110re trenches in the mannerprovided hereinbelow.
3. PURPOSE AND USE OJ;' PROCEEDS
It is Llnderstood by and between the Parties that the proceeds ofNCDs shall be usedby the Company towards the purpose as set out in Third Schedule ("PurpQs("'). TheCompany shall furnish 11 certificate from the Chartered Accountant ofthe Companyto the Debenture Trustee, confirming the purpose of the utilization of the proceedson aqu8rtcriy basis commencing from rhe Allotment Date, which shall be providedby the Company by theih day of completion of each quarter, till the utilization ofthe such proceeds.
OECLARATION OF TRUST & APPOINTMENT OF DEBENTURETRUSniE
4. I The Company has requested the Debenture Trustee to act as the trustee for thebenefit of the Debenture Holders and the Debenture Trustee hereby has agreed toact as the trustee for the benefit of the Debenture Holders in terms hereof. On thebasis of the above, the Debenture Trustee is appointed as the trustee to act in afiduciary capacity as trustee for the sole and exclusive benefit of the DebentureHolders and their transferees and assignees from time to time in accordance with theterms and conditions of this Agreement.
4.2 In consideration of the premises and in order to effectuate the provisions hereof, theCompany doth hereby grant, transfer, convey, assign and assure unto the DebentureTrustee an amount of Rs. t,OOO 1- (Rupees One Thousand only) together with all itsright, title, interest, benefit thereto owned, possessed and held by it, whatsoever inlaw and in equity of the Company in and to the same and every part thereof to haveand to hold the same unto the Debenture Trustee upon the trust, and with andsubject to the powers, provisions, acts and directions hereinafter appearing andcontained and concerning the same to be held by them for the benefit of theDebenture Holders on such terms as set out herein.
4.3 The Company hereby declares and confirms that the Company or the person incontrol of the Company, or it's promoter have not been restrained or prohibited ordebarred by the SEBI from accessing the securities market or dealing in securities.
4.4 The Company agrees and confirms that the purpose of the issue is not for providingloan to or acquisitions of shares of any person who is a part of the same group orwho is under the same management.
4.5 The Company hereby agrees to ensure the compliance of the provisions of the Actin respect of allotment of debentures i.e. debentures under listed private placementto be issued shall not be more than the limit mandated as per the Act.
4.6 The Company hereby declares and confirms that the proposal to create a charge orsecurity in respect of secured debt securities has been disclosed in the offerdocument along with its irnpl ications.
4.7 The Company hereby declares and confirms that it has given an undertaking in theoffer document that the assets on which charge is created are free fromencumbrances and if assets are already charged to secure debt, the permissions orconsent to create pari passu charge on the assets of the company have been obtainedfrom the existing creditors.
4.8 The Company confirms that all necessary disclosures have been made in theInformation Memorandum/Disclosure document including but not limited to
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statutory and other regulatory disclosures. The investors should carefully read andnote the contents of the Information Memorandum/Disclosure document. Eachprospective investor should make its own independent assessment of the merit ofthe investment in NCDs and the Company. Prospective investor should consulttheir own financial, legal, tax and other professional advisors as to the risks andinvestment considerations arising 0'0111 an investment in the NCDs and shouldpossess the appropriate resources to analyze such investment and suitability of suchinvestment to such investor's particular circumstance. Prospective investors arerequired to make their own independent evaluation and judgment before making theinvestment and are believed to be experienced in investing in debt markets and areable to bear the economic risk of investing in such instruments.
4.9 The Debenture Trustee, "ipso facto" does not have the obligations of a borrower ora Principal Debtor or a guarantor as to the monies paid/invested by investors for theNCDs.
4.10 The Company shall create the securities over such of its immovable and movableproperties and on such terms and conditions as agreed by the Debenture Holdersand disclosed in the Information Memorandum or Disclosure document andexecute, the necessary security documents for debentures as approved by theDebenture Trustee, within the time frame prescribed in the relevantregulations/act/rules etc not in any case exceeding three months from the closure ofthe issue of the debentures and the same would be uploaded on the website of theBSE, where the debt securities have been listed, within five working days ofexecution of the same.
4.11 The Company shall have, post the Allotment Date, provided the followingdocuments to the Debenture Trustee:
(a) a receipt of filing of the Information Memorandum (Form-PAS 4) with theregistrar of companies, within a period of 30 (thirty) days from theAllotment Date;
(b) a resolution for allotment of Debentures and a list of the first allottees withina period of 30 (thirty) days from the Allotment Dale;
(c) a return of allotment filed with the registrar of companies (Form No-PAS 3)within 30 (thirty) days from the Allotment Date;
(d) a complete record of private placement offers made by the Company (FormNo-PAS 5) within 30 (thirty) days from the date of the InformationMemorandum;
(e) a proof of credit of Debentures and issuance of letter of allotment indematerialized form within 2 (two) days from the Date of Allotment;
(f) the details in connection with the Depository details;
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(g) a confirmation on the listing of the Debentures;(h) a confirmation from NSDLI CDSL;(i) a chartered accounrant's certificate in connection with the utilization of
funds and Issue proceeds within 30 (thirty) Business Days from the Issueopening date;
(j) a certificate from the auditor of the Company (in accordance with SEBI(Debenture Trustee) Regulations, 1993 and the Act), within a period of 120(one twenty) days from the end of the Financial Year, in respect ofutilization of funds out of the proceeds of the Debenture, at the end of eachFinancial Year; and
(k) copy of the information to be submitted to the BSE on half yearly basis.
4.12 The Company shall hereby agree and undertake to comply with allregulations/provisions of the Companies Act, 2013, guidelines of other regulatoryauthorities in respect of allotment of Debentures till redemption.
4.13 The Company shall pay to the Debenture Trustees so long as they hold the office ofthe Debenture Trustee, remuneration hereinafter mentioned for their services asDebenture Trustee in addition to all legal, traveling and other costs, charges andexpenses which the Debenture Trustee or their officers, employees or agents mayincur in relation to execution of the Debenture Trust Deed and all other Documentsaffecting the Security. The remuneration of the Trustees shall be as per the consentletter No. No. 8885-AIITSLIOPR CLI 7-1 8/DEB/937 dated Janaury 29, 2018.
4.14 Arrears of installments of annual service charges, if any, shall carry interest at therate of twelve per cent per annum from the date till the actual payment, which shallbe payable on the footing of compound interest with quarterly rests.
4.15 The Company shall inter-alia furnish to the Debenture Trustee the followingdocuments:
(i) An undertaking by the Company that it agrees and undertakes to complywith all regulations I provisions of the Act, guidelines of other regulatoryauthorities in respect of allotment of debentures till redemption.
(ii) Draft Shelf Prospectus / Shelf Prospectus I relevant Tranche Prospectus;(iii) Agreement with the Registrar to Issue;(iv) Letters from Credit Rating Agencies about Ratings;(v) Title Search Report;(vi) Valuation Report;(vii) A copy of this Agreement;(viii) Proof of Credit I Dispatch of Debenture Certificates;(ix) Depository Details;
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(x)(xi)(xii)(xiii)
(xiv)(xv)(xvi)(xvii)(xviii)(xix)(xx)
(xxi)
(xxii)
Latest Annual Report;ROC Certificate;Security documents etc.;Confirmation/Proofs of payment of interest and Principal made to tiledebenture holders on due dates;Auditor's Certificate for utilisation of funds/Issue Proceeds;Periodical Reports on quarterly basis;Information to be submitted to the Stock Exchange on half yearly basis;Beneficiary Position reports for listed NCDsIn Principle approval for Listing of NCDs from Stock ExchangeListing & Trading Permission from Stock ExchangesCopy of all notices, resolutions and circulars relating to the new issue Onnon convertible debt securities and meetings of holders of non-convertibledebt securities;Intimations regarding any revision in rating, default in timely payment ofinterest or redemption or both in respect of non-convertible debt securitiesand any failure to create charge on the assets; andHalf-yearly certificate regarding maintenance of hundred percent assetcover in respect of secured non convertible debt securities, by either apracticing company secretary or a practicing chartered accountant, alongwith the half yearly financial results.
4.16 The Debenture Trustee acknowledges that the Debenture Holders have agreed tosubscribe to the NCDs inter alia on this basis. The Debenture Trustee in suchcapacity as a trustee agrees:
4.16.1 to execute and deliver all documents, agreements, instruments andcertificates contemplated by this Agreement to be executed anddelivered by the Debenture Trustee or as the Debenture Trustee shalldeem advisable and in the best interest of the Debenture Holders;
4.16.2 to take whatever action shall be required to be taken by the DebentureTrustee by the terms and provisions of this Agreement, to exercise itsrights and perform its duties and obligations under such documents;and
4.16.3 subject to the terms and provisions of this Agreement, to take suchother action in connection with the foregoing as the Debenture Holdersmay from time to time direct.
PROVIDED that before initiating any action or exercising any right or performinganyduty under this Agreement or any other agreement, the Debenture Trustee shall
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seek instructions from the Debenture Holders and only upon receipt of relevantinstructions from the Debenture Holders shall the Debenture Trustee exercise itsrights and perform its duties and obligations under each of the documents,agreements, instruments and certificates referred to herein. Notwithstanding suchrequirement for instructions in writing the Debenture Trustee shall never knowinglytake any action inconsistent with the best interests of the Debenture Holders.
5. CONDITIONS PRECEDENT
5.1 The Debenture Holders shall subscribe to NCDs only upon fulfillment of theConditions Precedent by the Company and the relevant Obligors, set out in Part Iof the Fourth Schedule hereunder written, which shall be fulfilled on or before theAllotment Date ("ep Satisfaction"), unless waived or suspended by the DebentureTrustee on such terms as the Debenture Holders consider fit at their sole discretion.
5.2 In the event that the Conditions Precedent are not satisfied OIl or before the CPSatisfaction then and in that event the Debenture Holders shall at their solediscretion be entitled to extend the time limit for satisfaction of the ConditionsPrecedent or ill the alternative the Debenture Holders shall be discharged of all theirobligations herein contained.
6. CLOSING
6.1 On satisfaction of the Conditions Precedent, the NCDs shall be issued and allottedto the Debenture Holders on the Closing ("Allotment Date") in the mannercontemplated in Clause 6.2 hereinbelow.
6.2 The Closing shall occur at Delhi or at such other place as maybe mutually agreedbetween the Company and the Debenture Holders on a date which shall be no laterthan 30 (Thirty) calendar days from the Effective Date.
6.3 All actions contemplated by this Agreement to be consummated at Closing (and asset forth under Clause 6.4 below) shall be deemed to occur simultaneously and nosuch action shall be consummated or deemed to have been consummated unless allsuch actions are consummated.
6.4 On Allotment Date:
6.4.1 The Company shall issue and allot the NCDs in physical form and suchNCDs shall be issued in the following manner:
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(a) The Debenture Holders shall transfer NCD Subscription Amount tothe bank account of the Company as informed in writing by theCompany to the Debenture Holders as consideration for the issuanceand allotment of the NCDs.
(b) The Company shall pass the relevant board resolutions for the issueand allotment of the NCDs to the Debenture Holders and make therelevant entry in the register of the debenture holders maintained inaccordance with the Act. A certified true copy of the said boardresolution and a copy of the entry in the register of the debentureholders shall be provided to the Debenture Holders and the DebentureTrustee.
(c) The Company shall issue the NCDs and the allotment letters inrespect of NCDs shall be handed over to the Debenture Holders bythe Company.
6.4.2 A meeting of the Board of Directors of the Company shall be held and aresolution shall be passed to adopt the Business Plan, as approved by theTrustee.
7. CONDITIONS SUBSEQUENTTO THE ALLOTMENT
7.) Within 15 (fifteen) days from the Allotment Date (or such later deadline as theDebenture Trustee may agree, the Company shall supply to the Debenture Trustee(in a form and substance satisfactory to the Debenture Trustee) the followingevidence and/or documents:
(A) evidence that this Agreement together with the Security Documents has beenduly executed and all formalities, etc. that are required to be complied withand all stamp, registration duties and charges that are required to be paid inconnection therewith have been complied with or paid to the satisfaction ofthe Debenture Trustee;
(B) perfection of security in relation to the Secured Properties within 7 (seven)days from the date hereof;
(C) evidence that all formalities and other steps required by the Debenture Trusteeto be taken in relation to this Clause have been satisfied and taken;
7.2 Within 3 (three) Business days from the Allotment Date,
(i) The Company shall have entered into an agreement with the Depository forthe dematerialization of the NCDs.
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(ii) Tile Company shall complete the process of dematerialization of the NCDsand credit the NCDs to the depository participant account of the DebentureHolders;
(iii) The necessary formalities with the Depository for issuance of the securitiesin dematerialized form shall be fulfilled.
7.3 The Company shall make payment of the stamp duty payable on NCDs within 30(thirty) days of the Allotment Date.
7.4 The Company shall at its own cost do any act or execute any document (in the formand substance required by the Debenture Trustee) which the Debenture Trustee mayrequire in relation to anything referred to in this Clause, including anything toperfect any Security interest the subject of any document referred to in this Clause.
7.5 This Clause shall not itself be effective to create any Security, such Security onlybeing created on execution of the relevant Security Documents.
7.6 Within 15 (fifteen) Business days from the Allotment Date, the Company shallinclude the name of the Debenture Trustee as a loss payee in all the insurancepolicies obtained by the Company with respect to the said Project.
7.7 Within 30 (thirty) days of the Allotment Date, the Company shall convene anextraordinary general meeting to approve the adoption of the amended Articles ofAssociation of the Company.
7.8 The Company shall file Form CHG - 9 with the relevant Registrar of Companies torecord creation of the Security Interest over the Project Property in favour of theDebenture Trustee, to secure the Secured Obligations pursuant to the terms of thisAgreement, within 30 (thirty) days from creation of the relevant Security.
7.9 The Company shall file Form PAS 4 and PAS 5. in respect of allotment of NCDs,with the relevant Registrar of Companies within 30 (thirty) days of circulation ofForm PAS 4 in terms of Private Placement Rules.
7.10 The Company shall file the PAS - 5, along with PAS- 4, in respect of allotment ofNCDs, with SEB!, within 30 (thirty) days of circulation of the PAS - 4 in terms ofthe Private Placement Rules, ill PDF Format in a compact disc.
7.11 The Company shall file Form PAS 3, in respect of allotment of NCDs. with therelevant Registrar of Companies within 30 (thirty) days of allotment of AllotmentDate in terms of Private Placement Rules.
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7.12 Within I (one) day from Allotment Date, the Company shall handover of Chequestowards the Coupon and principle amount in respect of NeD Subscription Amountto the Debenture Trustee.
7.13 The Debenture Trustee shall file charge with CERSAJ within 30 days of creation ofcharge.
8. LISTING
8.1 The Company proposes to list the NCDs on the debt segment of the Bombay StockExchange ("USE").
8.2 The Company shall procure the listing of the NCDs within Fifteen (15) days fromthe date of the allotment of the NCDs.
8.3 All expenses, costs, charges incurred for the purpose of listing of the NCDs, shall beborne and paid by the Company.
9. AMOUNT OF NCDS AND COVENANT TO PAY PRINCIPAL ANDCOUPON
9.1 The Company covenants with the Debenture Trustee that it shall pay to theDebenture Holders the Final Redemption Amount of the NCDs on the FinalRedemption Date and/or the Early Redemption Date as the case may be, inaccordance with the Financial Covenants and Conditions and shall also payredemption premium, interest, Event of Default Consideration (if applicable) andliquidated damages (if applicable) on the NCDs as stipulated and in accordance withthe Financial Covenants and Conditions and other terms of this Agreement andother Finance Documents. The Company shall not be entitled to pre-pay any pari ofthe principal amount due on the NCDs or the Redemption Premium payable in inrelation thereto on or prior to 24 (twenty-four) months from the Allotment Daterelevant to the NCDs.
9.2 The Company shall furnish the details of payments made to the Debenture Holders,containing the following, towards the payment of interest;
(i) Names of the Debenture Holders.
Oi) Amount paid
(iii)Date of payment
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(iv) Mode of payment (NEFT/DD/Cheque ctc)
10. FORM OF THE NCDS
10.1 The NCDs shall be issued by the Company to the Debenture Holders in physicalform and shall be converted into dematerialized form in terms of this Agreement inthe manner specified in the Fifth Schedule hereunder written.
10.2 The Company has made depository arrangements with the Depository and hasaccordingly agreed to convert the NCDs in dematerialized form. The DebentureHolders shall hold the NCDs in dematerialized form and deal with the same inaccordance with the provisions of the Depositories Act, 1996 and rules thereunderand other rules as notified by the Depositories from time to time and follow theprocedure laid down in the Fifth Schedule hereunder written.
10.3 The Debenture Holders may rematerialize the NCDs at any time after allotment, inaccordance with the provisions of the Depositories Act, J 996 and rules thereunderand other rules as notified by the Depositories from time to time.
10.4 The principal amount of the NCDs, and all amount payable pursuant to the same,costs, charges, expenses and all other monies payable in respect thereof shall asbetween the Debenture Holders inter-so, rank pari passu without any preference orpriority whatsoever on account of date of issue or allotment or otherwise.
10.5 The Financial Covenants and Conditions (Part II of the Third Schedule) shall bebinding on the Company, the Debenture Trustee, the Debenture Holders and allpersons claiming by, through or under it and shall enure for the benefit of theDebenture Holders. The Debenture Trustee shall be entitled to enforce theobligations of the Company under or pursuant to the Financial Covenants andConditions as if the same were set out and contained in this Agreement which shallbe read and construed as one document
11. TRANSFER OF NCDS
The Parties agree that there shall be no restrictions on the transfer of NCDs by theDebenture Holders and the NCDs are proposed to be listed on the BSE.
12. TERMS AND CONDITIONS OF THE NCDS
Farh Party to this Agreement, agrees, at all times, [0 fulfill/implement theprovisions of this Agreement and ill all other respects to comply with, and use all
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reasonable efforts to comply and to cause the Company to comply with thisAgreement. This Agreement shall come into force from the Effective Date.
13. PREFERENTIAL PAYMENT
l3.1 All revenue proceeds from the sale/lease of buildings constructed on the saidProperty and other amounts received in the form of lease rentals/lease premiumsand after payment of only such interest and payment of principal amount to ExistingLender that are due to the Existing Lender as per the Loan Agreement anddeducting the cost of the construction and other expenses such as marketingcharges, EDC, IDC, administrative overheads, consultant fees and statutory taxessuch as VAT, applicable Goods and Services Tax, service tax, withholding taxes,labour cess, employee statutory dues(as per the approved Business Plan) but beforepayment of any amounts payable to the Promoters or their am liates whether towardsfees, subject to the Project Management Fees that shall be payable in the mannerprovided hereunder as per the Distribution Waterfall, or repayment of loans orinterest thereon or repayment of any principal amount or any other premium thereonto any other debenture holders of the Company, shall be utilized in the followingmanner and the following order of priority;
(i) First towards payment of annual coupon computed such that it yields an IRR of14% (fourteen per cent) on the NCDs and an IRR of 14% (fourteen per cent)upto March 31, 2016 and 8% (eight percent) with effect from April 01, 2016,on the Existing NCDs and Existing OCDs, in a pari passu manner;
(ii) Then towards repayment of the Existing NCDs and Existing OCDs in terms ofExisting Debenture Documents with the Erstwhile Redemption Premiumthereon, resulting in 20% (twenty percent) assured IRR upto March 31, 2016and 18% (eighteen percent) assured IRR (gross of withholding tax and otherapplicable distribution taxes), with effect from April 0 1, 2016, on ExistingNCDs and Existing OCDs;
(iii) Then towards repayment of the NCDs in terms of Clause 14 below, except asum of Rs, 10/- (Rupee Ten) per NCD, which shall remain outstanding till thepayment of the Redemption Premium and special redemption premium thereon,together with the Redemption Premium thereon resulting in 16% (sixteen percent) assured IRR (gross of withholding tax and other applicable distributiontaxes) on NCDs;
(iv) Then an amount not exceeding Rs. 54,00,00,000/- (Rupees Fifty Four Crores)towardspaymentto Ashiana and Landcraft in equal proportion towards (a)Project Management Fees in terms of the Project Management Agreements not
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exceeding a sum of Rs. 34,00,00,000/- (Rupees Thirty Four Crores only and (b)repayment / interest / redemption premium of upro Rs. 20,00,00,000/- (RupeesTwenty Crores only) towards advance/ unsecured loan from Ashiaua andLandcraft; and
(v) Then 30% (Thirty Per Cent) of the surplus cash flows after adjusting corporatetax of the Company shall be distributed as payment towards special redemptionpremium on the NCDs, provided however amounts payable to the holders ofthe NCDs shall not exceed IRR of 22% (twenty two per cent) (gross ofwithholding taxes and applicable distribution taxes) on the DebentureSubscription Amount.
Notwithstanding anything contained in this Clause above, the Company and/or thePromoters shall not be absolved from their obligation of payment of the respective Coupon,interest, principal, Redemption Premium and such other amounts payable by the Companyin terms of this Agreement on the respective due dates specified herein.
14. TERMS OF REPAYMENT NCD SUBSCRIPTION AMOUNT & IRR
14.1 The Company shall ensure payment of the NCD Subscription Amount in themanner specified below;
J. Payment of an entire amount of NCD In the event the NCDs are toSubscription Amount, along with the be redeemed within 3 (three)interest and Redemption Premium, years from the Allotmentbeing 100% of the entire NCD Date.Subscription Amount, the interestthereon and the Redemption Premium.
2. (a) Payment of a minimum of such In the event the NCDs are toamount, along with the interest thereon be redeemed within 4 (four)and the Redemption Premium, at the years from the Allotmentend of 3 (three) years, constituting Date.30% of the entire NCD SubscriptionAmount, the interest thereon and theRedemption Premium; and
of such amount al
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amount, along with the interest thereon be redeemed within 5 (five)and the Redemption Premium at the years from the Allotmentend of 3 (three) years, constituting Date.30% of the entire NeD SubscriptionAmount, the interest thereon and theRedemption Premium; and
(b) Payment of a minimum of suchamount, along with the interest thereonand the Redemption Premium at theend of 4 (four) years, constituting 30%of the entire NCD SubscriptionAmount, the interest thereon and theRedemption Premium; and
(c) Payment such amount, along withthe interest thereon and RedemptionPremium at the end of 5 (five) years,constituting 40% of the entire NCDSubscription Amount, the interestthereon and the Redemption Premium.
It is hereby clarified that the Company shall repay the NCD Subscription Amount,except a sum of Rs. 10/- (Rupee Ten) per NCD, which shall remain outstanding tillthe payment of the Redemption Premium and special redemption premium thereon,together with the Redemption Premium thereon resulting in 16% (sixteen per cent)assured IRR (gross of withholding tax and other applicable distribution taxes) onNCDs.
J 4.2 It is agreed that the no part of the NCD Subscription Amount or the RedemptionPremium will be repaid or paid prior to 3 (three) years from the Allotment Date andthe entire NCD Subscription Amount, together with the interest, IRR andRedemption Premium,shalJ be repaid upon the expiry of 3 (three) years or 4 (four)
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years or 5 (five) years, as may be the case, from the Allotment Dare, in the mannerprovided above in Clause 14.1 above.
14.2A The Parties hereby agree and understand that the NCDs shall be repaid upon theexpiry of 3 (three) years or 4 (four) years or 5 (five) years, as may be the case, fromthe Allotment Date, in the manner provided above in Clause 14.1 above, however,the Company shall have a call option to redeem the entire NCD SubscriptionAmount after the expiry of 2 (two) years from the Allotment Date at an IRR of 16%of the entire NCD Subscription Amount, as full and final payment.
14.3 Save and except for the payment due to Existing Lender and the amount towardspartial redemption of the Exiting Debentures (from time to time, accruing throughpari passu rights with the Debentures), it is agreed that the Company shall berequired to repay in full the entire NCDs together with the Coupon, RedemptionPremium and other charges in the manner contemplated in this Agreement prior torepayment of any other debt. Further, the re-payment of such other debts or loan orany amOlin! thereonshall always be subservient and subordinate to the payment ofthe NCDs issued in terms of this Agreement, Existing Debentures issued under theExisting Debenture Documents and the Loan granted pursuant to the LoanAgreement.
14.4 The Company shall be liable to pay an annual coupon on the NCDs to yield an IRRof 14% (fourteen per cent) per annum ("Coupon"), which shall be paid with effectfrom expiry of the 2 (two) years from the Allotment Date. However, The Companyshall have the option to pay the Coupon, so accrued, upon the expiry of 12 (twelve)months from the Allotment Date.
IS. SECURITY
IS.! The Company and the other Obligors (who are a party hereto) hereby agree that theprincipal amount of the NCDs, together with all Outstanding Amounts payable tothe Debenture Holders shall be secured in favour of the Debenture Holders, by:
15.1.1 Second ranking pari passu charge, along with the Existing DebentureHolders by, way of equitable mortgage, over the Said Property and the saidProject, subject to the first charge of the Existing Lender over the same;
15.1.2 Second ranking pari passu charge, along with the Existing DebentureHolders over the Project Receivables and the bank accounts of theCompany, subject to the first charge of Existing Lender over the same;
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15. 1.3 Second ranking pari passu charge, along with the Existing DebentureHolders, by way of Pledge over (i) 53,300 Class A Equity Sharescollectively held by Ashiana and Landcraft in tile Company representing82% of Class A Equity Shares issued by the Company; and (ii) 1,09,35,000Class B Shares collectively held by Ashiana and Landcraft in the Companyrepresenting 100% of Class B Shares issued by the Company, subject tofirst charge of Existing Lender;
J 5. 1.4 All unconditional and irrevocable Corporate Guarantee from the Ashiana;
15.1.5 An unconditional and irrevocable Corporate Guarantee from the Landcraft;
15.1.6 An unconditional and irrevocable Personal Guarantee from the PersonalGuarantors;
15.1.7 Second ranking pari passu charge, along with the Existing DebentureHolders, by way of Hypothecation on the moveable assets in relation to thesaid Project subject to first charge of the Existing Lender;
15.1.8 Such other security as maybe required in terms of this Agreement
(The Security Interests referred to above are collectively referred to as the"Seeurity".)
15.2 The Security shall be created by the Company and the other Obligors in favour ofthe Debenture Trustee for the benefit of the Debenture Holders. The Security shallbe created in a form and manner satisfactory to the Debenture Trustee and theDebenture Holders. The enforcement proceeds of the Security shall be first utilizedtowards repayment to the Existing Lender and then towards the repayment ofDebenture Holders and the Existing Debenture Holders in a pari passu manner.
15.3 Save and except for the charge created in favour of Existing Lender and the ExistingDebenture Trustee, the Company hereby confirms that during the subsistence of theSecurity in favour of the Debenture Trustee for the benefit of the DebentureHolders, it shall not do or suffer to be done or be party or privy to any act,Agreement, matter or thing which may, in any manner prejudicially affect theSecurity and the rights created in favour of the Debenture Trustee.
15.4 Any substitution or release of the Security contemplated under this Clause 17 shallrequire the prior written consent of the Debenture Trustee and Existing DebentureHolders. The Security created herein shall be released in favour of the Company,only upon repayment of the entire dues payable (i) by the Company under the
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Finance Documents; and (ii) by the Company under the Existing DebentureDocuments,
15.5 In the event of release of first charge over the Security extended in favour of theExisting Lender, unless agreed otherwise, the Debenture Trustee and/or the ExistingDebenture Holders shall immediately have the first ranking pari passu charge infavour of the Debenture Trustee and the Existing Debenture Holders, without anyrecourse to the Company and/or the Promoters.
15.6 In the event of redemption of the Existing Debenture, in terms of the ExistingDebenture Documents, and the release of Security upon the exit of the ExistingDebenture Holders, the Debenture Trustee shall immediately have the secondranking exclusive charge over the Security, without any recourse to the Companyand/or the Promoters.
16. ESCROW ACCOUNT AND PNB EXCROW AGREEMENT
The Project Receivables shall be deposited by the Company in the PNB MasterEscrow Account in the manner provided in the PNB Escrow Agreement and theProject Receivables so deposited shall be utilized in the manner provided in thePNB Escrow Agreement. The Receivables shall be deposited in the Escrow Accountin the manner provided in the PNB Escrow Agreement and the Receivables sodeposited shall be distributed and utilized in the manner more particularly describedin the Escrow Agreement.
17. REPRESENTATIONS AND WARRANTIES
17.1 The Debenture Trustee has entered into this Agreement in reliance on therepresentations and warranties of the Company and the Obligors as set out in thisClause and the Obligors jointly and severally represent and warrant to each of theDebenture Holders on the date of this Agreement as follows:
17.1 .1 Status and Authorizations
(a) That the Company and each of the Obligors have the necessary power and areduly authorised, validly existing and in good standing under the laws of Indiaand have the legal right and full power to enter into, perform and deliver, andall necessary corporate and other authorisations required in connection withits entry into, performance of and the validity and enforceability of itsobligations and delivery of the Finance Documents to which it is a Party andthe transactions contemplated by those Finance Documents have beenobtained and are in full force and effect and no such authorisation has been, or
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is threatened to be revoked, withdrawn 01' cancelled.
(b) The obligations on the Personal Obligors are and will be legal, valid, bindingand enforceable against them. their respective estate and effects and theirrespective successors and assigns. to the extent of assets inherited by them.
(c) The Company and each of the Obligors have the power to own their assetsand carryon their business as it is being conducted.
(d) The Company and each of the Obligors have the power to sue and be sued inits own name.
17.1.2 Binding obligations
Subject to any general principles of law:
(a) the obligations expressed to be assumed by it in each Finance Document towhich it is a party arc legal, valid, binding and enforceable obligations inaccordance with their terms; and
(b) (without limiting the generality of Clause 19.1.2, subject to the RegistrationRequirements, each Security Document creates the security interests which itpurports to create and those security interests are valid and effective.
17.1.3 Non Conflict
The execution and delivery by them of this Agreement and the other Financedocuments to which they are a party do not, and the performance of the Agreementwill not:
(a) conflict with or result in any' material violation or breach of or default underany provision of any Applicable Law applicable to the Parties;
(b) conflict or result in any breach of any provisions of its Memorandum orArticles of Association of the Company and/or the relevant Obligor;
(c) result in a violation or breach of. or constitute a default or give rise to anyright to termination under, any of the terms, conditions or provisions of anycontract or obligation to which it is a party or by which it or any of itsproperties or assets may be bound.
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17.104 Power and authority
(a) the Company and each of the Obligors have the power 10 enter into, performand deliver, and have taken all necessary action to authorise its entry into,performance and delivery of, the Finance Documents 10 which it is a partyand the transactions contemplated by those Finance Documents.
(b) No limit on its powers will be exceeded as a result of the borrowing, grant ofsecurity or giving of guarantees or indemnities contemplated by the FinanceDocuments.
(c) The Promoters have not entered into or agreed to enter into any contract,arrangement, undertaking, commitment or transaction on behalf of theCompany or incurred any liabilities (actual or contingent) on behalf of theCompany or otherwise bound the Company in any way whatsoever;
(d) Save and except as disclosed in the Disclosure Letter set forth in AnnexureB, there are no outstanding liabilities or obligations owed by the Company tothe Promoters or any of them and the Promoters do not have any outstandi ngobligations or liabilities to the Company;
(e) Save and except as disclosed in the Disclosure Letter set forth in AnnexureB, there are no other commitments/contracts/arrangements entered into by theCompany and/or the Promoters, which may be in breach of the terms of thisAgreement or the obligations of the Promoters or the Company hereunder;
17.1.5 Litigation
Save and except as disclosed in the Disclosure Letter set fort-h in Annexure B, thereare no (i) outstanding orders of any Governmental Authority or arbitration tribunalagainst the Company and/or the Obligors, (ii) lawsuits, arbitrations actions Orproceedings pending or, to the knowledge of the Company and/or the Obligors,threatened against the Company and/or the Obligors, or (iii) investigations by anyGovernmental Authority which are pending or, to the knowledge of the Companyand/or the Obligors, threatened against the Company and/or the Obligors, (iv) anyunsatisfied judgment or award given against it by any COUlt, arbitrator or otherbody, and which would have a Material Adverse Effect on the ability of theCompany and/or the Obligors to consummate the transactions contemplated herebyor which relates to the legality, validity, binding effect or enforceability of theFinance Documents.
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17.1.6 Consents
No consent, approval, license, order, authorization of or registration, permission,declaration or filing with, or notice to (hereinafter referred to as "Consent" andcollectively as the "Consents"), whether statutory 01' not is required to be obtainedfrom any Governmental Authority to give effect to and carry out the provisions ofthis Agreement.
17.1.7 Statutory and Contractual Rights
There are no statutory or contractual preemptive or similar rights on the part of anyshareholder of the Company or any other Person with respect to the issuance or saleof the NCDs, and no securities, options, warrants, conversion or other rights orcontracts of any kind are outstanding that obligate the Company, contingently orotherwise, to issue, sell, purchase or redeem any of the NCDs and no authorizationtherefore has been given.
17.1.8 NCDs
The NCDs shall have the terms and provrsions as set forth herein. Uponallotment/transfer of the NCDs to the Debenture Holder:
(a) the Debenture Holder, in its own capacity will become the sole legal owner ofthe NCDs, and have good and marketable title to the same, and that the sameare free and clear of any liens, options, charges and transfer restrictions of anykind, except for those created by this Agreement and the Finance Documents;
(b) the NCDs will be duly authorized and validly issued; and
(c) there are no statutory or contractual preemptive or similar rights on the part ofany holder of any securities of the Company or any other Person with respect(0 the issuance or allotment of the NCDs.
17.1.9 Cross Guarantee/ Cross Default Agreement
The Company represents and warrants that no cross guarantee or cross defaultagreements have been executed by it.
17.1.10 Taxes
The Company and the relevant Obligor has paid and will continue to pay unless anyof th~. tax claims are contested in good faith applicable income tax and other tax
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liabilities and the Company and/or the Obligor does not have knowledge of anyfurther known or potential material liability by way of lax, penalty, interest 01'
otherwise. All amounts payable by the Company and/or the Obligors to theDebenture Holders under this Agreement and/or Finance Documents shall be madefree and clear of and without deduction, if any, for or on account of any indirect tax.
17.1.11 Insurance
The Company and/or the relevant Obligor has effected and will maintain allinsurances necessary and proper to be effected and maintained by reason of thenature of its property and business and there will be no circumstances, which canlead to any such insurance being vitiated or repudiated. The Company has compliedwith its obligations with respect to insurance under this Agreement and each otherFinance Document,
17.1.12 Mortgages
The Company has not availed of any loans which are outstanding, except theExisting Loan and the amounts in respect of the Existing Debentures, and will notavail of any loans or extend or enhance any of the existing loans from any financialinstitutions or banks or third parties in relation to the Secured Properties and theSecured Properties or any other assets of the Company will not be mortgaged to allyperson or party whatsoever without the prior consent of the Debenture Trustee andthe Existing Debenture Trustee.
17.1 .13 Good Title to assets
(a) The relevant Obligor has a good, valid and marketable title to, or valid leasesor licences of, and all appropriate Clearances to use, their respective assets onwhich Security Interest is created necessary to carryon its business aspresently conducted;
(b) Except as provided in this Agreement, the relevant Obligor has not assigned,transferred or otherwise disposed of any of the Secured Properties (or itsright, title and interest in or to any of the Secured Properties) either in wholeor in part, nor agreed to do so, and will not at any time do so or agree to do so;
(c) Except the security created pursuant to this Agreement, the Loan Agreementand Finance Documents, the title to the Project Property is free clear andmarketable and the Company has acquired complete development rights inrespect of the Project Property;
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(d) The Yatika Spy is the present owner of the Project Property and except forthe first charge created in favour of the Existing Lender and the secondranking charge created in favour of the Existing Debenture Holders in termsof the Existing Debenture Documents and the Debenture Holders in termshereof: its title to the Project Property is free, clear and marketable in allrespects and the Company has full an absolute right to develop the saidProperty in terms of the Development Agreement;
(e) All tile original documents of title pertaining to the Project Property are inpossession or tile Existing Lender;
(f) The Company is in full and absolute possession of the said Property and noother person is in possession of any portion of the Project Property or is nowclaiming any right of any nature on the Project Property;
(g) Subject to the amounts specified in the Disclosure Letter, all income-tax andother statutory taxes, cess and other dues so far demanded in respect of theProject Property have been paid upto date and that there are no arrears payable inrespect of the Project Property and if any demand is received from any of thestatutory authorities in respect of the Project Property, the same shall be paid bythe Company unless contested in good faith;
(11) All the land revenue, taxes, charges, levies, municipal taxes, water charges,sewerage, cess, dues, duties, impositions and outgoings payable in respect of theProject Property, so far demanded, have been paid upto date and that there are noarrears in respect thereof;
(i) Save and except as specified herein and except security created pursuant to theExisting Debenture Documents and security created in favour of ExistingLender, no charge, mortgage, lien including negative lien 0)' encumbrance inrespect of the Project Property or any part 01' portion thereof in favour of anyperson or party or any bank or financial institutions have been created;
G) There are no legal, quasi-legal, administrative, arbitration, mediation,conciliation or other proceedings, claims, actions or governmental investigationsof any nature pending or, threatened against or with respect to the ProjectProperty;
(k) There are 110 order of any court, authority or tribunal from developing theProject Property and that there is no attachment from any government body orauthority affecting the Project Property or any part thereof;
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(I) No notice of acquisition or requisition has been received and/or served upon byany Government and/or any other local body and authority or under the LandAcquisition Act or under any legislative enactment, Government Ordinance inrespect ofthe Project Property or any part or portion thereof;
(rn) There are no reservations affecting the Project Property save and except asprescribed in the conditions prescribed in the License;
(n) No act, deed or thing has been done, by reasons whereof, the development of theProject Property may be affected in any manner;
(0) Save and except as disclosed in the Disclosure Letter, there are no temples ormosques on the Project Property for the public;
(p) The said Property abuts a public road and there is access thereto from a publicroad;
(q) There are no encroachments upon the Project Property;
(r) Save and except as disclosed in the Disclosure Letter, there is no right of way,easmentary or otherwise passing over the Project Property or any part thereofand no portion of tile Project Property is reserved for any particular purpose;
(s) All taxes, electricity payable in respect of the Project Property to the Collectorand other common bodies or associations have been paid up to date;
(t) The Vatika Spy or the past license holders have not violated any of the termsof the License issued by the DOTep and the said License is valid andsubsisting;
(u) The Company and/or the Promoters on behalf of the Company have notentered into any agreement for the purpose of transferring and assigning theirright title and interest in the said Property to any third person;
(v) The said Property is being developed as a group housing residential colonyonly and a License is issued by the DOTCr granting permission to the ownersto develop the said Property as a group housing residential colony;
(w) The Company does not have any other ongoing projects other than the Projectand the Company shall not commence development of any other property/project other than the said Project during the term of this Agreement except asprovided otherwise.
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(x) The Company is capable of developing the said PI'OpeJ1yin terms of the saidLicense;
(y) Minimum FSI of 10,65,870 square feet is available for putting upconstructions on the said Property and the minimum built-up saleable areapermissible on the said Property is 13,99,390 square feet;
(z) All the licenses, registrations, consents, permits, authorizations, and approvalsobtained in relation to the said Project are legal, valid, binding and subsistingand the same have not been cancelled till date and the same are as of theEffective Date in full force and effect;
(aa) No event has occurred that could be expected to result in the suspension,revocation, termination or material adverse modification of the approvals,including the License, obtained by the Vatika SPY; and
(bb) The Company and the Promoters shall be responsible for any liability of theCompany with respect to any claim, indemnification, damage, loss, chargeetc. in relation to the said Property, without having any recourse to the ProjectReceivables/Receivables.
17.1.14 Validity and admissibility in evidence
All resolutions, consents and Government Approvals (collectively"Authorisations") required or desirable:
(a) to enable it lawfully to enter into, exercise its rights and comply with itsobligations in the Finance Documents to which it is a party;
(b) . to make the Finance Documents to which it is a party admissible in evidencein its jurisdiction of incorporation;
(c) 10 enable it to create the Security to be created by it pursuant to any SecurityDocument and to ensure that such Security has the priority and ranking it isexpressed to have; and
(d) carryon its business, trade and ordinary activities have been obtained oreffected and are in full force and effect;
have been obtained or effecled and are in full force and effect except anyAuthorisarion forming a Registration Requirement, which Authorisation will be
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promptly obtained OJ' effected after the date of this Agreement.
17.1.15 Certified Copies
Any document provided to any Debenture Holders by 01' on behalf of the Companyandlor the relevantObligor which purports to be a certified copy is a true, completeand accurate copy of the original document which has not been amended other thanby a document a certified copy of which is attached 10 it.
17.1.16 Governing law and enforcement
This Agreement and its performance shall be governed and construed in all respectsin accordance with the laws of India.
17.1.17 Compliance with laws
The Company and the Obligors are in material compliance with applicable Lawsand are not subject to any present liability by reason of non-compliance with suchapplicable Law.
17.1.18 Compliance with tax laws
Save and except as specified in the Disclosure Letter, the Company and each of theObligors are in material compliance with all tax laws in all jurisdictions in which itis subject to tax and has paid all taxes due and payable by it unless the same havebeen contested in good faith and no claims are being asserted against it in respect oftaxes.
17.1.19 No Event of Default
(a) No notice of Event of Default has been issued.
(b) No other event or circumstance is outstanding which constitutes (or would doso with the expiry of a grace period, the giving of notice, the making of anydetermination, the satisfaction of any other condition or any combination ofany of the foregoing) an Event of Default (howsoever described) under anyother agreement or instrument which is binding Oil it or to which its assets aresubject.
17.1.20 Financial statements
(a) Its original financial statements ("Original Financial Statements") as of the
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year ending 31 sl March, 2017 were prepared in accordance with Indian GAAPor as prescribed by the Institute of Chartered Accountants of India 1)'0111 timeto time and consistently applied by the Company.
(b) Its Original Financial Statements give a true and fair view of its financialcondition and operations as at the end of and for the relevant Financial Year.
(c) There has been no material adverse change in its business, financial condition,assets or prospects of the Company.
17.1.21 Material agreements
(a) The Company is to the best of the knowledge not in breach of any materialagreement to which it is a party.
(b) No counterparty to any material agreement to which the Company is a party isin breach of any such agreement.
17.1.22 Insolvency
The Company and/or the Obligors have not taken any action nor has any step beentaken or legal proceedings been started or threatened to its knowledge against it forits bankruptcy/winding-up, dissolution or re-organisation, for the enforcement ofany security over its assets or for the appointment of a liquidator, supervisor,receiver, administrator, trustee or other similar officer of it or in respect all orsubstantially all of its assets and the Personal Obligors hereby undertake that theyhave not been declared insolvents or declared bankrupt under any Applicable law.
17.1.23 No Security created
The execution by it of the Finance Documents to which itis a party and the exerciseof its rights and the performance of its obligations under those Finance Documentswill not result in the creation of, or any obligation to create, any security over or inrespect of any of its assets (including its investments) other than as provided herein.The Company has not created any security in favour of any third party over any ofits assets (including its investments) in relation to the Project except as disclosed inClause 17.
17.1.24 Transactions with Affiliates
The Company is not a party to any contracts or agreements with, nor has any othercop;mitments to any of its Affiliates other than on an arms-length basis.
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GauravGal"!:
LalitKumarJaiswal
.:;UAshiana"·( Rohit Rajc:;) Modi"}.,,
ManuGar'g
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17.1.25 Investments
Other than investments permitted by the Debenture Holders and any trade credit Or
security deposits in the normal course of business, the Company has not acquired anequity interest in, loaned money, extended credit or made deposits with or madeadvances to any Person or purchased or acquired any stock, obligations or securitiesof or any other interest in, or made any capital contribution to, or acquired all orsubstantially all of the assets of, any other Person, or purchased or otherwiseacquired (in one or a series or related transactions) any part of the property or assetsof any Person.
17.1.26 No Other Business
The Company is not engaged in any business or activities, either alone or inpartnership or joint venture other than those disclosed to, or permitted by, theDebenture Holders.
17.1.27 No Misleading Information
(a) Nothing has occurred or been omitted from any information provided to theDebenture Trustee and no information has been given or withheld that resultsin such information being untrue or misleading in any material respect.
(b) Any factual information provided by it (whether in connection with the Issueor otherwise) was true and accurate in all material respects as at the date itwas provided or as at the date (if any) at which it is stated.
17.1.28 No Immunity
The Company and/or the Obligors agree that no immunity (if acquired) shall be'claimed by it or on its behalf with respect to its assets in any proceedings in relationto its obligations under this Agreement and the other Finance Documents and shallwaive any such right of immunity which it or its assets has or may acquire. Theexecution or entering into by the Company of the Finance Documents and exerciseof rights and performance of obligations under the Finance Documents willconstitute, private and commercial acts of the Company done and performed forprivate and commercial purposes.
J 7.1.29 No Material Adverse Change
There is 110t inexistence any Material Adverse Effect.L}
290f155
~. tJ/f/ l~"\M:lIIU Caurav LalitGaq~ Gat'g Kumar
.lalswal
CER[ \FlED TRUE COpy
17.1.30 No undisclosed liabilities
As at the date as of which its most recent audited financial statements wereprepared, it did not have any material liabilities (contingent or otherwise) whichwere not disclosed thereby (or by the notes thereto) or reserved against therein norany unrealised or anticipated losses arising from commitments entered into by itwhich were not so disclosed or reserved against.
17.1.31 No Objection Notice
Except a No Objection Certificate required to be obtained from each the ExistingLender and the Existing Debenture Trustee, the Company is not required to obtainany 'no objection certificate' from any of its creditors or any other person in relationto (i) entering into this Agreement, (ii) its borrowing under this Agreement, and (iii)the creation of any Security under this Agreement.
17.1.32 Subsidiaries and Investments
The Company does not have any subsidiaries and/or investment in any other bodycorporate/partnership, etc.
17.1.33 Repetition
The representations and warranties set out in this Clause 19 shall be repeated oneach Redemption Date and each date on which amounts are payable under thisAgreement and the Finance Documents.
17. J.34 Development Agreement
The Company hereby represents and warrants that:
(i) The applicable stamp duties and registration charges arising out ofand in relation to the Development Agreement have been duly paid.Any demand in respect of the stamp duty or the registration chargesshall not be paid out of the Project Receivables/Receivables.
(ii) The Development Agreement is duly stamped and registered as perthe applicable laws and all the necessary fees, cess and taxes, asrequired to be paid to the appropriate authority under theDevelopment Agreement, has been duly paid by the Company.
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(iii) The power of attorney issued in favour of the Company under theDevelopment Agreement is duly registered and is valid andsubsisting.
(iv) The Company is in full compliance of the Development Agreementand no notice has been issued by the owners of the land coveredunder the Development Agreement to the Company.
(v) The Development Agreement entered into by the Company is legal,valid, binding. enforceable and is in full force and effect.
(vi) All licenses, registrations, consents, permits and authorizations,obtained pursuant to the Development Agreement, are legal, valid.binding, enforceable by the Company and in full force and effect.
(vii) No complaints, notices, claims or demands have been received bythe Company from any appropriate authority in respect of anylitigation, action, suit, proceeding, investigation or inquiry initiatedagainst the Company in relation to the Development Agreement.
(viii) The Company has at all times complied with the terms andconditions of all the licences (statutory licences or otherwise),authorizations, approvals and consents as required under theDevelopment Agreement, and no circumstances exist which mayresult in the termination, revocation, suspension, cancellation ormodification of any of those licences, authorizations or consents orthat may prejudice the renewal of any of them.
Ox) The Company is not engaged in nor there exists any circumstanceswhich are likely to give rise to any litigation, arbitration oralternative dispute resolution proceedings and there are no suchproceedings pending or threatened by or against the Company inrelation to any dispute or claim arising out of or in relation to theDevelopment Agreement.
ex) The Company has observed and performed all the terms andconditions on its part, that were required to be observed andperformed by it, under the Development Agreement. The Companyis not in breach or default of the terms and conditions of theDevelopment Agreement, and no event has occurred, which wouldconstitute an event of breach or an event of default, or permittermination, modification, or acceleration, under the Development
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Rohit Raj1\1odi
Manu CauravG:lJ'g Gal"g
LlllitKumarJaiswal
CE
Agreement. The Company further represents that the Companyshall continue to abide by the terms and conditions of theDevelopment Agreement and perform its obligations therein.
(xi) All rights and interests held by the Company under theDevelopment Agreement are free and clear of all Encumbrancesand the Company has enjoyed an uninterrupted and undisputedrights and interests without any impediment or restriction under theDevelopment Agreement.
(xii) The Company has the necessary approvals, authorizations andconsents from the respective owners of the land under theDevelopment Agreement to execute and perform its obligationsunder the Development Agreement.
(xiii) The Obligors shall be responsible for any liability of the Companyunder the Development Agreement with respect to any claim,indemnification, damage, loss, charge etc., without any recourse tothe Company or the Project Receivables/Receivables.
(xiv) The Company has absolute right to develop the Project under theDevelopment Agreement.
(xv) No term of the License or any other letter / direction / notification /circular issued by the DGTep has been breached / defaulted whichmay lead to cancellation/suspension/withdrawal of anyDevelopment License or clearance required in relation to theProject.
(xvi) The Company is in full compliance of the Haryana Developmentand Regulations of Urban Areas Act, 1975 and Rules madethereunder in respect of the Project and terms of DevelopmentLicense for the Project and no breach of any provision of the saidAct and Rules has been committed.
17.2 The Company and the Obligors hereby represent that during the term of thisAgreement they will not and will not cause to effect any amendments in theExisting Debenture Documents without the prior written consent of the DebentureTrustee.
17.3 The Company hereby confirms that all necessary disclosures have been made in theprivate placement offer letter ("Offer Letter") in Form No. PAS - 4 under Rule 14
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Manu CauravGarg Garg
I
c: Rohi! najModi
LalitKumarJaiswal
(I) of Private Placement Rules including but not limited to statutory and otherregulatory disclosures. The Offer Letter is in compliance with the provisions of theAct and Private Placement Rules.
17.4 The Company and the Obligors agree that in the event any of the aboverepresentations and warranties is not found to be true, correct 01' valid and/or if it isever proved otherwise, they shall be, jointly and severely, in breach of theirobligations under this Agreement and such breach should be disclosed immediatelyin writing to the Debenture Trustee. The Company and the Obligors further agree toco-operate and act in good faith, fairness and equity.
17.5 The Company and the relevant Obligor has disclosed to the Debenture Trustee allfacts relating to its borrowings have made available to the Debenture Trustee all thedetails in respect thereof. The Company does not have any liabilities, contingent orotherwise, which have not been disclosed in the financial statements provided to theDebenture Trustee or for which reserves against it have not been set aside in anamount in accordance with generally accepted principles of accounting in India.
17.6 The Company undertakes that in the event that the transactions contemplated by thisAgreementrequire any regulatory approval, including from the Reserve Bank ofIndia (RBI), the Company will take all steps to obtain such approval and ensure thatthe rights of the Debenture Holders herein are protected and will be able to get allthe amount due to them as per the terms of the Finance Documents.
17.7 The Company shall furnish to the Debenture Trustee details of all grievancesreceived from the Debenture Holder(s) and the steps taken by the Company toredress the same. At the request of any Debenture Holder(s), the Debenture Trusteeshall, by notice to the Company call upon the Company to take appropriate steps toredress such grievance and shall, if necessary, at the request of any DebentureHolder call a meeting ofthe Debenture Holders.
J 7.8 The Company shall comply with all the provisions as mentioned in the Securitiesand Exchange Board oflndia (Debenture Trustee) Regulations, 1993, the Securitiesand Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008 as amended from time to time ("Debt Listing Regulations"), Securities andExchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015, thcAct, Private Placement Rules, the uniform listing agreement,issued by the SEB], pursuant to insertion of Rule 19A of the Debt ListingRegulations, Issuance of Non-Convertible Debentures (Reserve Bank) Directions,20 I0, as amended from time to time and/or any other notification, circular,clarification, instruction, press release issued by the Securities and Exchange Board
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.C9mpany ;:;;'\shilUla ". Ro ut Raj
::~ ModiManu GauravGltrg Garg
LlliitKumarJalswal
CERTIFIED TRUE COpy
of India/Reserve Bank of India/recognised stock exchange where the NCDs are tobe listed, from time to time.
17.9 Investment by the Debenture Holders
The Company understands that the Debenture Holders are not obliged to bring inany amount for any purpose other than the NCD Subscription Amount. TheCompany may acquire funding at its own cost and expense. The Debenture Holderswill not be responsible for arranging funding for the construction of the Project andshall not under any circumstances be required to give security/ provide guaranteesfor this purpose.
17.10 The Company undertakes that the Final Redemption Amount is to be repaid by theFinal Redemption Date, i.e, at the end of 3 (three) years from the Allotment Date,subject to two extensions of I (one) year each at the discretion of the Company, inthe manner contemplated in the Third Schedule hereinbelow. Further, no PaJ1 ofthe Final Redemption Amount excluding the Coupon will be paid before2(two)years from the Allotment Date.
17.11 The Parties understand and agree that each Party shall be responsible for obtainingthe corporate approvals required for completion of their respective commitmentsdescribed herein. The Parties agree that they shall, where necessary, provide noobjection letters and any other correspondence that may be necessary for the otherParty to obtain statutory approvals.
17.12 The Company and the Obligors hereby represent and warrant that the DevelopmentAgreement is valid and subsisting as of the Effective Date.
18. COMPANY AND OBLIGORS' COVENANTS
18.1 Affirmative Covenants .
18.1.1 The Company and each of the Obligors hereby covenant with the DebentureTrustee that the Company will at all times during the term of thisAgreement (except as may otherwise be previously agreed in writing by theDebenture Trustee) comply with each of the Terms and ConditionsFinancial Covenants and Conditions.
18.1.2 The Company covenants to the Debenture Trustee that it shall execute allsuch deeds, documents and assurances and do all such acts and things as theDebenture Trustee may reasonably require for exercising its rights underthis Agreement and the NCDs.
34 of 155
CERTIFIED TRUE COPY•
--~~-
I1Y .~r\.f\W'>'\ ~/ L_.:\-~-RohitRaj Manu Caurav Lalil
Modi Gal'f~ Garg Kumar'Jaiswal
18.1.3 The Company hereby covenants with the Debenture Trustee that theCompany shall at all times during the term of this Agreement (except asmay otherwise be previously agreed in writing by the Debenture Trustee)observe the aforesaid covenants.
18.1.4 The Company hereby covenants with the Debenture Trustee that theCompany shall not acquire any other immovable property or commence anynew project in the Company without the prior written approval of theDebenture Holders.
18.1.5 In case of receivables/book debts, provide compliance of the following.-
i) On Quarterly basis»
(a) Certificate from the Director/Managing Director of the Issuer companycertifying the value of the book debts/receivables.
(b) Certificate from Independent Chartered Accountant giving the value ofbook debts/receivables.
ii) On Yearly basis, the Certificate from the Statutory Auditor giving thevalue of book debts/receivables.
18.1.6 On due date for payment of Interest and redemption of the principal amountof the NCD Subscription Amount, the Company hereby agrees andundertakes to confirm to the Debenture Trustee and Credit Rating Agencies(eRAs), ISIN wise status of payment of Interest and Redemption ofPrincipal to the Debenture Holders in the following Forman-
Was theWas the· disclosure~isclosure about lName of thelabout payment
StocklName
Issue ISIN Due Date of [Actual Date of payment made on Exchange of the~ize/Tranche 1N0. payment of payment of made on the !on which
!creditSize interest/principal interest/principal he [website Rating
espective of the Debentures iAgencystock Company are listed
L->xchangein case ofdefault
35 of 155
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F1II1her the Issuer Company also covenant to furnish the Debenture Trustee andCredit Rating Agency (CRA) a copy of certificate submitted by them to the StockExchange under Regulation 57(i) of the SEB! (LODR) Regulations, 2015,According to Regulation 52(4) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements), Regulations. 20 I5, theCompany while submitting half yearly / annual financial results, shall disclose thefollowing line items along with the financial results:
(i) credit rating and change in credit rating (if any);(ii) debt-equity ratio;(iii) previous due date for the payment of interest / dividend for non-convertible
redeemable preference shares / repayment of principal of non-convertiblepreference shares / non-convertible debt securities and whether the samehas been paid or not; and,
(iv) next due date for the payment of interest / dividend of non-convertiblepreference shares / principal along with the amount of interest I dividend ofnon-convertible preference shares payable and the redemption amount;
(v) net worth;(vi) net profit after tax; and(vii) earnings per share,
While submitting the information required under sub-regulation (52) (4) of theSecurities and Exchange Board of India (Listing Obligations and DisclosureRequirements), Regulations, 20 IS, the Company shall submit to stock exchange(s),a certificate signed by Debenture Trustee that it has taken note of the contents,
18.1.6 Adherence to Business Plan
The Company and each of the Obligors hereby agree and undertake that they shallstrictly adhere to the Business Plan, subject to a variation of 10%, and shall at alltime until the full and final redemption of the NCDs develop and sell the Project inaccordance with the same,
18,1.7 Lock-In And Transfer
(a) The Obligors hereby agree and undertake that their shareholding in theCompany shall be subject to Lock-in and the Obligors shall not Transfertheir shareholding either directly or indirectly to any third party untilDebenture Holders have been fully paid in terms of this Agreement.
i •. ;
36 of 155.. - ..:
Manu GauravGaJ'g Garg Kumar
Jaiswal
(b) The Obligors hereby undertake and confirm that the entire shareholding ofthe Promoter Companies shall be subject to lock-in and the shareholders ofthe Promoter Companies shall not Transfer their shares either directly orindirectly to any third party until Debenture Holders have been fully paid interms of this Agreement. Provided, however that the existing shareholdersof the Promoter Companies shall be entitled, with intimation to theDebenture Holders and the transferee executing the Deed of Adherence, to:
(i) Transfer the shares held by them in the respective PromoterCompanies inter-se; and
(i i) Transfer the shares held by them Il1 the respective PromoterCompanies to their respective Family Members.
For the purpose of this clause "Family Members" means the individual andhis/her lineal ascendant or lineal descendant and spouse of the concernedindividual.
Any Transfer of the shares of the Promoter Companies (other than asspecified above) shall require prior consent of the Debenture Holders,which shall not be unreasonably withheld.
18. (.8 No-objection Certificates
(a) Going forward, the Company shall not sell unites) forming part of theProject Property at a basic sale price (excluding EDC,JDC, PLC, Statutorydues, Club Membership, Parking Charges and discounts) of less than Rs.5,200/- per square feet for the super built up area without the prior consentof the nominee director of Debenture Holders.
(b) The Company and the relevant Obligor shall make a written request to theDebenture Trustee, as and when the booking is done, for a no-objectioncertificate prior to the sale of the Units in the Gurugram Project and theDebenture Trustee may issue the No-objection Certificate subject to thecondition that the security cover as contemplated hereunder is compliedwith at all times to the satisfaction of the Debenture Trustee.
18.1.9 Monthly MIS
The Company shall prepare and submit to the Debenture Trustee and theDebenture Holders, on a monthly basis, a detailed MIS pertaining to theProject for the preceding month ("Monthly MIS") no later than 15 (fifteen)days from the expiration of the preceding month.
C",
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;',:~shiall:l ",:: Rohit Rajc:; ModiLalitMann Gauray
Glll'J.: Garg KumarJalswat
\8.1.10 Disclosures
The Company and/or the relevant Obligor shall disclose on itspamphlets, brochures etc. that the Project Property has been mortgagedin favour of'the Debenture Trustee.
18.1.1 I Clearances for the Project
The Company and/or the relevant Obligor shall obtain and maintain allnecessary approvals/ Clearances for the construction of the Project.
18.1.12 Further Guarantees
The Company and/or the Obligors hereby agree to provide necessaryguarantees and security for any borrowing by the Company and/or theObligor in respect of the Project. The Company and/or the Obligorshereby covenant that in the event of any guarantees and/or securitybecoming enforceable, the Company and/or the Obligorshall satisfy thesame without any recourse to the Debenture Holders.
18.1.13 Payment of Outgoings
The Company and the relevant Obligor will at all times during thecontinuance of this Agreement and the security hereby created pay theproportionate share of ground rent, society charges and other outgoings,present as well as future, payable in respect of the Secured Propertiesimmediately as the same shall have become due unless the payment ofsuch dues have been challenged in good faith, it shall be lawful but notobligatory upon the Debenture Trustee to do the same and all moniesexpended by the Debenture Trustee in so doing shall on demand beforthwith repaid by the Company and until such repayment the sameshall be a charge upon the Secured Properties jointly with the principalslim and interest hereby secured as if they had formed part thereof.
18.1.14 Preservation of Assets
(~;1::!
The Company and the relevant Obligor shall at their own cost andexpense at all times during the continuance of this Agreement as asecurity hereby created keep the Secured Properties and every partthereof in good and substantial state of repair and will also keep thesame or cause to keep the same adequately insured against loss or
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I ohit RajModi
LalitKumarJalswal
Manu CauravGarg Garg
CERTIFIED TRUE COpy
damage by fire, flood, earthquake and other customary risks or suchother risks as the Debenture Trustee may require.
18.1.15 Inspection of Secured Properties
The Company and the relevant Obligor will permit the DebentureTrustee with its officers, servants and agents on a quarterly basis andsubject to a prior written notice by the Debenture Trustee in this regard,to enter into and upon the Secured Properties and to inspect the same atthe cost and expense of the Company and if upon such inspection itappears to the Debenture Trustee that the Secured Properties or any partthereof require repairs or replacement, the Debenture Trustee shall givenotice to the Company and/or the relevant Obligor calling upon it torepair or replace the same and in the event of the failure on the part ofthe Company to do so within a reasonable time, it shall be lawful butnot obligatory 011 the Debenture Trustee to do the same and all expensesincurred by the Debenture Trustee shall be forthwith repaid by theCompany and until such repayment, will be a charge upon the SecuredProperties jointly with the said principal sum and interest herebysecured as if they had formed part thereof.
18. J .16 Business
The Company shall carry on and conduct its business with duediligence and efficiency and in accordance with sound engineering,technical, managerial and financial standards and business practiceswith qualified and experienced management and personnel.
18.1.17 Constitutional Documents
The Company shall forthwith and from time to time as may be requiredby the Debenture Trustee make such alternations or additions to theArticles of Association of the Company as may be necessary toconform to these presents.
18.1.18 Use of proceeds and amounts from Operating Account
The Company shall utilize the NCD Subscription Amount solelytowards the Purpose, as mentioned in Third Schedule. The Companyshall furnish to the Debenture Trustee a certificate from the CharteredAccountant on a quarterly basis from Allotment Date, alongwith
39 of! 55;.;"j
Rohi! HajModi
GauravGarg
LalitKumar.Iaiswal
ManuGaJ'g
CERllFiED 1('~UECOpy
necessary documents evidencing utilization of the said amount towardsthe Purpose, till the utilization of the entire funds.
The Company shall furnish a certificate from the Chartered Accountantof the Company to the Debenture Trustee, confirming the purpose ofthe utilization of the amounts from the Operating Amount, on amonthly basis, commencing from the Allotment Date, which shall beprovided by the Company by the T" day of completion of each month.
18.1.19 Valuation
If the market value of the Secured Properties depreciates in the opinionofthe Independent Valuers to less than 2xtimes the outstanding amountof the NCDs, as determined by the Debenture Trustee, then in such casethe Company shall within a period of I (one) month from written noticeto that effect being given by the Debenture Trustee, reduce itsindebtedness to the Debenture Trustee to an amount which shall bearthe same proportion to the then reduced market value of the SecuredProperties, as the NCDs hereby secured bears to the present marketvalue of the Secured Properties and on failure 10 do so, the DebentureTrustee shall be entitled to recall the entire outstanding amount ofNCDs together with interest PROVIDED that for the purpose of thissub-clause, the Debenture Trustee shall have the right at any time toengage competent reputed valuers or assessors at the expenses of theCompany and the valuation which such reputed valuers or assessorsmay make in respect of the Secured Properties shall be finaJ andconclusively binding upon the Company.
18.1.20 Insurance
(a) Insure and keep insured (with a copy of the insurance policies andthe renewals thereof being provided to the Debenture Trustee)upto such value and of such type as consistently applied for bythe Company ant! the Company shall duly pay all premia andother sums payable for the purpose. In addition, the Company isto use all reasonable endeavours to prevent the happening of anact, omission, breach or default which would be reasonably likelyto render void or voidable any insurance affected by it.
(b) If requested by the Debenture Trustee, the CUJJljJUfIY, will within10 (ten) Business Days of receipt of such request supply to the
40 of 155
LalitKumarJaiswal
Rohit HajModi
ManuG:ll'g
GauravGarg
Debenture Trustee proof of cover in respect of each insurancepolicy required to be taken 0\11 and maintained in respect of theSecured Properties. In addition, the Company shall within 60(sixty) days from the Allotment Date, assign the insurancepolicies in favour of the Debenture Trustee and provide suchcopies to the Debenture Trustee.
18.1.21 Monitoring
The Company and the Obligors shall at its own cost and expense and insuch manner as the Debenture Trustee may deem fit, grant full authorityto the Debenture Trustee to monitor the Project. audit the transactionthrough the escrow accounts and monitor display of the name of theDebenture Holders at the appropriate places in the Project evidencingthe Security created in its favour.
\8.1.22 Books and records
Keep proper books of account as required by the Act therein and maketrue and proper entries of all dealings and transactions of and in relationto the business of the Company and keep the said books of account andall other books, registers and other documents relating to the affairs theCompany at its Registered Office or, where permitted by applicableLaw, at other place or places where the books of account anddocuments of a similar nature may be kept. The Company shall ensurethat its accounting policies are applied on a consistent basis.
18.1.23 Auditors
(a) The Company shall ensure that a firm of reputable charteredaccountants as acceptable to the Debenture Trustee continues asits auditors or shall appoint such other statutory auditors asagreed to by the Debenture Trustee.
(b) Following an Event of Default, the Company shall not change itsauditors without the consent of the Debenture Trustee (suchconsent shall not be unreasonably withheld)
\8.1.24 Shareholder loans
( 1
The Company shall ensure (and procure) that any rights which ashareholder has or may have against the Company in respect of any
41ofl55
LalitKumarJaiswal
i\-t:ln II CauravGarg Garg
, ,
shareholder loan/ advance (or any other inter-company deposit/loantogether with interest thereon made available to the Company by thethird parties) shall be fully subject and subordinate to the rights of theDebenture Trustee under any of the Finance Documents.
18.1.25 Appointments
The Debenture Trustee shall it if it so desires, have the right to appointan auditor, architect, engineer or any other agency during the currencyof the NCDs at the costs and expenses of the Debenture Holders,
The Debenture Trustee I Debenture Holders shall have the right toappoint a technical advisor and a chartered accountant firm or any otherperson for the purpose of monitoring the receivables in relation to theProject at the cost and expense of the Debenture Holders,
18,1.26 Registration Requirements
Duly cause these presents to be registered in al1 respects so as tocomply with the provisions of the Act, RERA, or any other applicableLaw and generally do all other acts (if any) necessary for the purpose ofassuring the legal validity of these presents, and in accordance with theCompany's Memorandum and Articles of Association;
18.1.27 Preservation of corporate existence
The Company and the corporate Obligors shall diligently preserve itscorporate existence and status and all rights, contracts privileges,franchises and concessions now held or hereafter acquired by it in theconduct of its business and that it will comply with each and every termof the said franchises and concessions and all Law applicable to theCompany and/or the Obligors or its business and assets or any partthereof the Company and/or the Obligors for this purpose shallpromptly make, or cause to be made, all required filings withgovernmental or similar authorities in India, to preserve, renew andkeep in full force and effect its existence and its material rights,franchises, consents, approvals, licenses and necessary for theownership of its property and operation of its business, The Companyand the Obligors will not do or voluntarily suffer or permit to be doneany act or thing whereby its right to transact its business might or couldbe terminated or whereby the Secured Obligations maybe jeopardized.
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42 of 155
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""L •., JaiswaJ
CERT IFIED TRUE COpy
18.1.28 Clearances
The Company and the relevant Obligor shall maintain and keep allClearances, required at such time (including but not limited to anyapprovals, consents, licenses and clearances required under applicableLaw) that may be required for the execution, delivery, performance andenforcement of the Agreement (and other agreements, documents andother writings executed pursuant to this Agreement) and thetransactions contemplated herein.
18.1.29 Costs and expenses
Reimburse all sums paid or expenses reasonably incurred by theDebenture Trustee or any attorney, manager, agent or other personappointed by the Debenture Trustee for all or any of the purposesmentioned in this Agreement immediately upon receipt of a notice ofdemand from them in this behalf.
18.1.30 Annual Reports
The Company shall furnish annual report, in the manner provided inClause 18.1.32 of this Deed, to the Debenture Trustee.
18.1.3 I Project Monitoring Reports
The Company and/or the relevant Obligor shall submit at periodicintervals to the Debenture Trustee, Monitoring Reports in respect of theProject in the form and manner as may be prescribed by the DebentureTrustee to the Company.
18.1.32 Compliance with Finance Documents
The Company and the Obligors shall perform all of its obligationsunder the terms of the Finance Documents to which it is a party andunder the terms of any other agreements to which it is a party.
18.1.33 Reporting
The Company shall forward to the Debenture Trustee promptly,whether a request for the same has been made or not:
i.;}
!
.,.....' 43 of 155
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Iwhit Raj Manu Caursv LalitModi Gnrg Garg Kumar
.laiswal
CERTIFiED TRUE COpy
(a) a copy of the Statutory Auditors' and Directors' AnnualReports, Balance Sheets and Profit & Loss Accounts and ofall periodical and special reports at the same time as they areissued;
(b) a copy of all notices, resolutions and circulars relating to newissue of security at the same time as they are sent toshareholders/ holders of debt securities;
(c) a copy of all the notices, call letters, circulars, proceedings,etc of the meetings of debt security holders at the same timeas they are sent to the holders of debt securities or advertisedin the media; and
(d) the following: (i) Updated list of the names and addresses ofthe Debenture Holders;(ii) Details of the interest due. butunpaid and reasons thereof; and (iii) The number and natureof grievances received from the Debenture Holders andresolved by the Company.
Explanation: The Company may, subject to the consent of theDebenture Trustee send the information stipulated in (a) to (d) inelectronic form/ fax.
J 8.1.34 Authorizations
The Company and/or the relevant Obligors shall promptly obtain.comply with and do all that is necessary to maintain in full force andeffect, all material authorizations required under any law or regulationto enable it to carryon its respective business, trade and ordinaryactivities and to perform its obligations under the Finance Documentsto which it is a party and to ensure the legality, validity, enforceabilityand admissibility in evidence.
18.1.35 Compliance with Jaws
The Company and the Obligors shall comply in all respects with alllaws to which it may be subject, if failure so to comply wouldmaterially impair its ability to perform its obligations under the FinanceDocuments to which it is a party. The Company shall comply with theprovisions of the Act relating to transfer of unclaimed / unpaid amounts
440r155
~hiana
C):::C,
LalitKuma)'Jalswal
L!lndcraftiJ)'ell.l:\I)!Jii~.' Trustee
: Rohil Ra]-,», Modi
GauravGllI"g
ManuGarg
CERT IF iEC) TRut:-. c: (JP"
of monies due on NCDs and redemption ofNCDs to Investor Educationand Protection Fund (IEPF).
18. I .36 Taxes
The Company and/or the relevant Obligor shall pay and discharge alltaxes and governmental charges payable by or assessed upon it beforethe date Oil which the same become overdue unless, and only to theextent that, such taxes and charges shall be contested in good faith byappropriate proceedings.
18.1.37 Access
The Debenture Trustee shall be entitled, if they think fit, from time totime, to examine the books of account, documents in relation to theSecured Properties or any part thereof. On the occurrence of an Eventof Default and failure to cure such default within the Cure Period, theDebenture Trustee shall be entitled, if they think fit, from time to time,to require the statutory auditors of the Company to examine the booksof account, documents of the Company and/or the Obligors and toinvestigate the affairs thereof and the Company and/or the Obligorsshall allow such statutory auditors to make such examination andinvestigation and shall furnish the statutory auditors with all suchinformation as they may require in relation to the Project and shall payall costs, charges and expenses of and incidental to such examinationand investigation. Furthermore, the Debenture Trustee would have theright on the occurrence of an Event of Default and failure to cure suchdefault within the Cure Period to examine all the books of account ofthe Company as well as appoint external chartered accountants inaddition to the statutory auditors of the Company for the purposes ofinvestigating the business and affairs.
18.1.38 Further Assurance and documents
(a) The Company and the relevant Obligor shall at the request of theDebenture Trustee, do or procure the doing of all such things andexecute or procure the execution of all such documents as are, inthe reasonable opinion of the Debenture Trustee, necessary ordesirable to ensure that the Debenture Holders obtain all therights and benefits intended to be conferred on them under theFinance Documents.
45 of 155
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S'Ashianll .:' Rohit Raj2:::J Modj•.•. 1..-
ManuGIII·g
GauravGarg
LalitKumarJaiswal
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(b) The Company and the Obligors shall execute and deliver at itsexpense, from time to time but in no event later than J 0 (ten) daysfrom the request made by the Debenture Trustee, such otherdocuments as shall be necessary or advisable in the opinion of theDebenture Trustee or that any of the Debenture Trustee mayrequest in connection with the rights and remedies of theDebenture Trustee granted or provided for by the FinanceDocuments and to consummate the transactions contemplatedtherein or to include any documents required to perfect ormaintain the security created hereunder and do everythingnecessary in the judgment of any of the Debenture Trustee to: (i)create, perfect and maintain the security in full force and effect atall times (including the priority thereof); (ii) preserve and protectthe security and protect and enforce its rights and title, and therights and title of the Debenture Trustee, to the security; and (iii)transfer of any Clearances to the respective Obligors, in relationto the Secured Properties, which has been obtained by anotherPerSOIl.
18.1.39 Service of notices
The Company and/or the relevant Obligor shall provide the DebentureTrustee with copies within 5 (five) Business Days of receipt of anynotice, order, claim or other requirement from a regulatory body, courtor third party, together with relevant background information,compliance with which 0) will have or is likely to have a MaterialAdverse Effect (ii) is a material breach of any of its obligations or isinconsistent with any representation or warranty contained herein or inany Finance Documents.
18.1.40 Compliance with the covenants
The Company and the Obligors covenant and agree with the DebentureTrustee that, with respect to any covenant or agreement which by itsterms is to be performed in whole or in part from and after the EffectiveDate, the Company and/or the Obligor, as the case maybe, will complywith all covenants and provisions of this Clause, except to the extent theDebenture Trustee may otherwise consent in writing. The Companyacknowledges that the Debenture Holders has agreed to purchase theNCDs relying on the covenants of the Company and the Obligors in thisAgreement and the Finance Documents.
46 of 155
()
Rohit RlljModi
ManuG;lrg
GauravGal'g
l.alit
~.
KumarJaiswal
CERTIFIED 11~UECOpy
J8. J.4 I Future Investments by the Debenture Holden
The Company hereby agrees that it has no objection (0 any subsequentinvestment that the Debenture Holders and lor its respective Affiliatesmay wish 10 make ill any other company incorporated ill India thatparticipates ill, or b engaged in, or pn>poses to participate ill or beengaged ill. the same business in which the Company or any companyowned or controlled by them participates in or is engaged in.
J 8.1.42 Service of the NCDs
The Company agrees. undertakes and confirms that in the event thecash flows from the Escrow Account is not sufficient to service theprincipal repayment of the NCDs, interest or other dues, the Companyshall infuse fresh funds, in a form and manner as mutually acceptable (0
the Debenture Trustee. The support from the Company shall continue tobe valid until all monies due and payable by the Company under theFinance Documents are paid in full to the satisfaction of the DebentureTrustee.
18.1.43 Escalation in Project's costs
Notwithstanding any escalation on the Project's cost, the Companyhereby agrees, undertakes and confirms to complete the Project's withinthe specified timelines or any extension as permissible under the law.
18.1.44 Issuance of securities
The Company shall complete the necessary formalities with thedepositories for issuance of the securities in dematerialized form as setout in the Fifth Schedule hereunder written.
18.1.45 Accounting Policies
The Company shall keep such adequate accounting and controlsystems, management information systems, books of account, and otherrecords as are required to be maintained under applicable Law as areadequate to reflect truly and fairly the financial condition and results ofoperations of the Company, which shall contain full, true and correctentries in conformity with Indian GAAP, as the case may be.consistently applied and all requirements of applicable Law, and thereinmake true and proper entries of all dealings and transactions of and in
47ofl55
f~ohit najModi
ManuG,u'g
GauravG'U"g
Lalit...L Kumar
Jaiswal
CERTIFIED TRUE COpy
relation to the Secured Properties and the business of the Company andkeep the said books of account and all other books, registers and otherdocuments relating to the affairs of the Company at its registered offlceor, where permitted by Law, at other place or places where the books ofaccount and documents of a similar nature may be kept and theCompany will ensure that all entries in the same relating to the SecuredProperties and the business of the Company shall at all reasonable timesbe open for inspection of the Debenture Trustee and such person orpersons as the Debenture Trustee shall, from time to time, in writing forthat purpose, appoint. The Company shall not change its accountingpolicies presently followed except as permitted under applicable Law.
18.1.46 Proceeds from the Curugram Project
Till the time the Existing Lender is having the first exclusive chargeover the Security Interest, the Company shall issue necessaryinstruction to all the Purchasers in the Gurugram Project to deposits allsums and proceeds in relation to the Gurugram Project into the PNBMaster Escrow Account.
18.1.47 Good Title
That the Company and lor the relevant Obligor, as the case maybe shallmaintain good, valid and marketable title (freehold or leasehold, as thecase may be) to all of the Secured Properties and take all actionsnecessary to preserve and perfect at all times, its legal rights in theSecured Properties and ensure that the Security 1nterests shall have thepriority contemplated in the Security Documents and that the SecurityDocuments shall be in full force and effect, the validity thereof or theSecurity Interests purported to be created thereby are not jeopardized orendangered in any manner whatsoever by the Company and lor therelevant Obligor, as the case maybe, and that no obligations (or any partthereof) purported to be secured or guaranteed thereby shall berepudiated by or on behalf of the Company and lor the relevant Obligor,as the case maybe.
18.1.48 Compliance with RERA
i. The Company and the Promoters have got the Project registeredwith Haryana RERA as required under the REM and the rules andregulations made thereunder.
c:)1..'.1}-- ..
48 of 155
;'Rohit Raj~, Modi
ManuGarg
CauravGllI·g
LalitKumarJaiswa!
11. The Company and the Promoters hereby undertake and confirm thatthe Company shall disclose to Haryana RERA within 30 (thirty)days of the execution of the Finance Documents, the fact that theProject and/or any phase thereof is subject to a charge in favour ofthe Trustee. Further the Company and the Promoters also undertaketo disclose the same 011 the websiie/webpage of the Company in themanner as prescribed under RERA and the rules thereunder.
iii. The Company and tile Promoters hereby agree and undertake thatthe utilisation of the Project Receivables/Receivables towardsrepayment of Debentures are/shall be in compliance with the RERAand the rules framed thereunder, in all respects and in the event ofany inconsistency/breach/ non-compliance with the provisions ofRERA and the rules framed thereunder, the Company and thePromoters shall immediately inform the Debenture HolderslDebenture Trustee and rectify/cure the same with due consultationwith the Debenture Holdersl Debenture Trustee and in the mannernot inconsistent or in derogation with the rights/interest of theDebenture Holders.
iv. The Company and the Promoters shall ensure that rights of theExisting Lenders, Existing Debenture Holders and DebentureHolders and the Purchasers are co-existing and not in conflict witheach other and they shall not make any representations, assurances,disclosures, .advertisements etc. to the Purchasers and/or theDebenture Holdersl Debenture Trustee which are not in accordancewith the provisions of the RERA and the rules framed thereunder.
v. The Company and the Promoters hereby expressly undertake andconfirm that the Debenture Trustee, under the terms of this Deed, ismerely acting as the trustee for the benefit of the Debenture Holdersand shall not, by virtue of exercising any rights, title, interest andentitlement as per the terms herein, be called upon, deemed, causedto be represented in any other capacity (other than as a financialcreditor/lender) including that of the promoter/co-promoter underRERA and rules framed thereunder, in any manner.
vi. The Company and the Promoters hereby agree and acknowledgethat in the event that the registration of the Project and/or any phasethereof with Haryana RERA is revoked or is likely to be revoked,the Debenture Holders either by themselves or acting through theiradvisors, consultants, counsels etc. shall be entitled to directly
49 of 155
Hohit RajModi
ManuGarg
CauravGaJ'g
LalitKumarJalswal
\~~·~~r:~:::·
!
engage with/enter into any understanding with the Purchasers inrelation to the Project andlor any phase thereof as mutually agreedbetween the Debenture Trustee and the Purchasers (including anyassociation/company of Purchasers/apex body etc.) and Companyand the Promoters shall use its best endeavours to facilitate thesame, to the extent possible.
18.1.48 Representations and Warranties
The Company and tile Obligors shall not be in violation of therepresentations and warranties herein contained.
18.2 Negative Covenants of the Company
Without the prior written approval of the Debenture Trustee:
18.2.1 Winding Up, Amalgamation and Merger
The Company shall not:
(a) wind up, liquidate or dissolve its affairs; or
(b) enter into any transaction or scheme for the merger, de-merger,arrangement, reconstruction, consolidation or reorganization orundertake any scheme for composition or arrangement with itscreditors.
18.2.2 Indebtedness and Security Interest
So long as any Debenture remains outstanding:
(a) The Company shall not avail of or enter into any financing or debtfacilities, whether such facilities are secured or unsecured.
(b) The Company and/or the relevant Obligors shall not create 01'
permit to subsist any Encumbrance or Security Interest upon thewhole or any part of assets of the Company and/or any of the otherObligors, however, the Obligors may create an Encumbrance on itsassets which have not been Encumbered in favour of the DebentureTrustee in terms of the Security Documents.
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Rohit Raj Manu Gaurav LalitModi Glll'g Gal'g Kumar'
Jaiswal
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18.2.3 Loan
So long as the NCDs remain outstanding, the Company shall not make anyloans, grant any credit (save in the ordinary course of trading) or give anyguarantee or indemnity (except as required under' any of the FinanceDocuments) to or for the benefit of any person or otherwise voluntarilyassume any liability, whether actual or contingent, in respect of anyobligation of any person.
18.2.4 Modifications of Constitunonai Documents
The Company shall not allow any amendment or modifications in (i) theprovisions of its Memorandum or Articles of Association in the eventsuch amendment or modification would adversely affect the rights of theDebenture Trustee under the Finance Documents; (ii) its FinanceDocuments or (iii) its capital structure such that it results in Company aChange of Control.
18.2.5 Change of control
The Company and/or the Obligor shall not permit any Change of Controlof the Company and/or the Obligor.
18.2.6 Appointment of Receiver
The Company shall not permit an)' Receiver to be appointed of itsbusiness or of the Secured Properties or any part thereof or allow anydistress or execution to be levied upon or against the Secured Propertiesor any part thereof or create or purport or attempt to create any charge ormortgage save as hereinbefore stated, ranking or which by any meansmay be made to rank on -the Secured Properties or any part thereof paripassu with or in priority to the Security hereby created or subject orsubsequent to the charge hereby created.
18.2.7 Issuance of Guarantee
(a) The Company shall provide any guarantee to any third party or enterinto any transaction which shall have the effect of guaranteeing theobligations of any third party or provide any loan or other form offinancial assistance to any third party exceeding the sum of Rs.5,00,00,0001- (Rupees Five Crores). The Company and the Obligorsshall provide details of all guarantees provided by them to third
5101' 155
GauravGlu-g
LlllitKumar.Iaiswal
ManuGarg
CERTIFIED TRUE COpy
parties in a financial year at the end of tile relevant financial year.
(b) The Company shall not enter into any option or similar arrangementunder which a person has a present, future, actual or contingent rightto require the Company to acquire any asset which, if exercised bythe Company, would breach the terms of any of the FinanceDocuments.
18.2.8 Disposal
Subject to the provisions of applicable Law, enter into any transactions,whether voluntary or involuntary and whether at the same time or over aperiod of time, to sell, lease, transfer, loan, Encumber or otherwisedispose of any Secured Properties or any right, title or interest therein orany other asset of the Company or enter into an agreement to make anysuch disposal.
It is clarified that the prior consent of the Debenture Trustee shall beobtained for any sale / transfer of the built saleable areas on the SecuredProperties from time to time.
18.2.9 Dividend
The Company shall not where any sums due and payable to the DebentureHolders under this Agreement have not been duly paid:
(a) declare, make or pay any dividend, charge, fee or other distributionwhether directly or indirectly (or interest on any unpaid dividend,charge, fee or other distribution) (whether in cash or in kind) on orin respect of its share capital (or any class of its share capital) 01'
any warrants for the time being in issue;
(b) make any payment (including by way of set-off, combination ofaccounts or otherwise) by way of interest, 01' repayment,redemption, purchase or other payment, in respect of anyshareholder loan, loan stock or similar instrument;
(c) repay or distribute any dividend or share premium reserve or capitalredemption or any undistriburable reserve;
(d) pay any management, advisory or other fee to or to the order of anyof the shareholders or other Affiliates except in the ordinary course
52orI55
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Lalit '\ ~\i~andcl"aft ....Debcnt'III"(Kumar' :".;>:............ 'TrusteeJaiswal :"<.:
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CERT IFIED TKUE C
of business; or
(e) redeem, repurchase, defease, retire or repay any of its share capital01' any warrants for the time being in issue or resolve to do so.
18.2. J 0 No Other Business or Activity
The Company and/or the Obligors shall not carry out any material changeto their business.
18.2.1 1 Capital Structure
The Company and lor the Obligors shall not effect any change in theirmanagement control or control of the Company and/or the Obligors.
18.2.12 Repayment of Shareholder Contributions
Any amount, loans or share application money pending allotmentadvanced to the Company by its Promoters, directors and Affiliates(collectively "Shareholder Contributions") shall be subordinate to allother indebtedness of the Company and shall be on terms as acceptable tothe Debenture Holders. The Company shall not repay any suchShareholder Contribution.
18.2.13 Commission
Subject to the fees to be paid by the Company to the Ashiana andLandcraft in consideration for Ashaina and Landcraft providing theCorporate Guarantee, the Company shall not pay commission to theirPromoters' directors, managers or other Affiliates in connection with suchPerson furnishing any guarantee, counter-guarantee or indemnity (otherthan the cost, expense, fees or other charges incurred by such Personfurnishing any guarantee, counter-guarantee or indemnity) on behalf ofthe Company.
18.2.14 Project Management Fees
The Company shall pay the Project Management Fees in terms of theProject Management Agreements to Promoter Companies, subject to theDistribution Waterfall and until an amount equal to the NCD SubscriptionAmount along with the return of J 6% (sixteen percent) IRR per annumthereon and any other amounts payable to the Debenture Holders or the
53 of 155
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l_~)1(*0~'~~~~Lalit 't.,,~,lllndcl'llft .'J)AbbntilJ:c,:,-
Kumar '... .. I TrusteeJaiswal
Rohit Ra]Modi
Manu GauravGal'g Gal'g
::
Event of Default Consideration (if applicable) in accordance with theterms stipulated herein has been paid.
18.2.15 Financial Year
Unless required under the Law, the Company shall not change itsFinancial Year.
18.2.16 Wilful Defaulter
The Company shall not induct into its board a person whose nameappears on the wilful defaulters list of Reserve Bank of India I CIBIL. Incase such a person is already 011 the Board of the Company, the Companyshall take expeditious and effective steps for removal of such person fromits Board.
18.2.17 Pledge
Except for first charge created in favour of the Existing Lender foravailing construction finance and second ranking pari passu charge infavour of the Existing Debenture Trustee, along with the DebentureTrustee, the Promoters shall not pledge, sell, transfer, deal with or in anymanner encumber the shares of the Company.
18.2.18 PNB Master Escrow Account, PNB Escrow Account, RERAEscrow Account, Escrow Account and Operating Account
The Company shall not under any circumstances open or maintain anyother bank account other than the PNB Master Escrow Account, PNBEscrow Account, RERA Escrow Account, Escrow Account andOperating Account in relation to the Gurugrarn Project.
Save and except the Project Master Escrow Account, the Company shallnot open any other bank accounts for the purpose of depositing theProject Receivables.
The Company shall ensure that the Receivables are deposited in theEscrow Account.
18.2.19 Arms Length Dealings
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:~ohit i{~j Manu",( Modi G:u'g
COQIJ)ali~' Lalit \', '-Landcra(t, DebentureKlima)' <, TrusteeJalswal
CauravGlll'g
The Company shall not enter into any arrangement, agreement orcommitment with any person or pay fees, commissions or other sums onally account whatsoever to any person other than:
(a) in the ordinary course of business, on an arm's length basis and onnormal commercial terms;
(b) as required by the Finance Documents; or
(c) those to which the Debenture Trustee has given its prior writtenconsent
18.2.20 Borrowing
Except as specified in Clause 18.2.2, the Company shall not, without theapproval of the Debenture Holders, take any borrowing (whetherconstruction debt, structured finance or preferred equity).
18.2.21 Project Management Committee
The Company andlor the relevant Obligor shall not under anycircumstances appoint any other committee or sub- committee bywhatever named called which shall be in charge of or responsible for thedevelopment, construction and monitoring of the Project or themanagement of the accounts therefor.
18.2.22 No Default
The Company and/or its Affiliates hereby represent and warrant to theDebenture Trustee that, subject to the default in payment of the interest tothe Existing Debenture Holders, the Company and/or its Affiliates' havenot defaulted in payment with any of its lenders in the past.
18.2.23 Transfer or Assignment of Development Agreement
The Company hereby confirms and undertakes to the Debenture Trusteethat the Company shall not transfer or assign any of the rights acquired bythe Company under the Development Agreement to any person or entity,
I,alitKumarJalswal
55 of 155
Company 1\1 anuGal'g
CauravGarg
\~~\.\~
18.3 INFORMATION UNDERTAKINGS
The undertakings in this Financial Covenants and Conditions remain in force fromthe date of this Agreement until the NCDs shall have been redeemed:
18.3.1 Financial statements
The Company shall supply to the Debenture Trustee in sufficient copiesfor all the Debenture Holders as soon as the same become available, itsaudited financial statements for that Financial Year;
18.3.2 Requirements as to financial statements,
(i) Each set of financial statements delivered pursuant to Clause 20.3.1above shall be certified by a director ("Director"), giving a true andfair view of, and, fairly representing its financial condition andoperations as at the end of and for the period in relation to whichthose financial statements were drawn up.
(ii) The Company shall procure that each set of financial statementsdelivered pursuant to Clause 20.3.1 above is prepared using IndianGAAP and standards as prescribed by the Institute of CharteredAccountants of India from time to time.
(iii) Any reference in this Agreement to those financial statements shallbe construed as a reference to those financial statements as adjustedto reflect the Indian GAAP, accounting bases, policies, practices,procedures and financial reference periods upon which the OriginalFinancial Statements were prepared.
18.3.3 Information: Miscellaneous .
The Company and the relevant Obligors shall supply to the DebentureTrustee (in sufficient copies for all the Debenture Holders, if theDebenture Trustee so requests):
(i) all documents dispatched to its shareholders of the Companygenerally (or any class of them) or its creditors generally (or anyclass of then) at the same time as they are dispatched;
(ii) promptly, any announcement, notice or other document relatingspecifically to the Company posted onto any electronic website
56 of 155
Rohit RajModi
Manu GauravGal'g Ga,'g Kumar -:
.Jaiswal
"DcbcniiIl'CC,...Ashiaml:{,;r. 'L'.~ <.',:
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..•----.-,:.--',Trustee
maintained by any stock exchange on which shares in or othersecurities of the Company are listed or any electronic websiterequired by any such stock exchange to be maintained by or onbehalf of the Company;
(iii) promptly upon becoming aware of them, the details of anylitigation. arbitration, other alternative dispute resolution oradministrative proceedings which are current, threatened orpending against the Company and/or the Obligor, and which, ifadversely determined, might have a Material Adverse Effect;
(iv) promptly, such information as the Debenture Trustee mayreasonably require about the Secured Properties and complianceof the Company and/or the Obligors with the terms of anySecurity Documents;
(v) promptly, such further information regarding the financialcondition, business and operations of the Company as theDebenture Trustee may reasonably request;
(vi) promptly, notice of any change in authorised signatories of theCompany signed by a director or company secretary of theCompany accompanied by specimen signatures of any newauthorised signatories;
(vii) promptly, any application for winding up having been made orany statutory notice of winding up under the Act or otherwise ofany suit or other legal process intended to be filed or initiatedagainst the Company and/or the relevant Obligor and/or affectingthe title to the Secured Properties or if a receiver is appointed ofany of its properties or business or undertaking;
(viii) promptly on request, any labour strikes, shut-downs, fires or anyevent likely to have a Material Adverse Effect;
(ix) promptly upon request, any loss or damage which the Companyand/or the Obligor may suffer due to any Force Majeure againstwhich the Company and/or the Obligor may not have insured itsproperties;
(x) promptly upon request, any changes in nature and conduct ofbusiness by the body corporate before such change;
57 of 155
(-'-.l
Rohit Raj':;.: Modi
LalitKumarJaiswal
Manu GauravGa'"g Carg
CERTIFIED TRUE COpy
(xi) promptly upon request, all the orders. directions or notices ofcourt 01' tribunal affecting or likely to affect the SecuredProperties;
(xii) promptly upon request, any change in composition of Board ofDirectors of tile Company; and
(xiii) promptly on request, such additional information as required bythe Debenture Trustee under any applicable Law;
(xiv) any proposal by any Government Authority to acquirecompulsorily the Company, any of the Secured Properties or anypart of the Company' business or assets;
(xv) any Security Interest (other than the Permitted Security Interest)being granted or established or becoming enforceable over any ofthe Secured Properties;
(xvi) any notice received by the Company and/or the relevant Obligorpurporting to cancel or alter the terms of any insurance contractobtained in relation to the said Project (including any notificationof any increase in premium thereof);
(xvii) any letters of offer or any document pursuant to which a changein control of the Company may occur;
(xviii) the occurrence of a Material Adverse Effect and the measures, ifany, being taken by the Company and/or the relevant Obligor toremedy the same;
(xix) any other information reasonably requested by the DebentureTrustee as soon as possible but not later than 10 (ten) days afterreceipt of a notice to that effect.
18.3.4 Notification of certain events
During the period from the date of this Agreement until the termination ofthis Agreement, the Company and/or the Obligor shall promptly givewritten notice to the Debenture Holders upon becoming aware of theoccurrence or impending occurrence of any event which would cause orconstitute a material breach of any of the Company's / Obligors'
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Modi Glirg Gal"g Kumar••. 1 v, Jalswal
CERTIFIED TRUE COpy
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representations, warranties or covenants contained or referred to in thisAgreement or any other Finance Documents. In addition, the Companyagrees to promptly advise the Debenture Trustee with respect to any andall actions with respect to it and to promptly advise the Debenture Trusteeof any significant developments arising in connection with any suchactions.
18.3.5 Notification of default
(i) The Company shall notify the Debenture Trustee of any Event ofDefault (and the steps, if any, being taken to remedy it) promptlyupon becoming aware of its occurrence.
(ii) Promptly upon a request by the Debenture Trustee, the Companyshall supply to the Debenture Trustee a certificate signed by two ofits directors or senior officers or chief financial officer on its behalfcertifying that no Event of Default is continuing (or if an Event ofDefault is continuing, specifying the Event of Default and the steps,if any, being taken to remedy it).
(iii) Promptly notify the Debenture Trustee of any litigation, arbitrationor administrative proceedings which have been started or threatenedagainst it which, if adversely determined, have a Material AdverseEffect
(iv) Notify the Debenture Trustee of other occurrence relating to any ofthe Obligors (including any third-party claim or liability) whichmight reasonably be expected to have a Material Adverse Effect.
18.3.6 "Know your customer" checks
If the Debenture Trustee or :my Debenture Holder (or, in the case ofparagraph (iii) below, any prospective new Debenture Holders) is obligedby:
(i) the introduction of or any change in (or in the interpretation,administration 01' application of) any law or regulation made afterthe date of this Agreement;
(ii) any change in the status of the Company after the date of thisAgreement;
LalitManu CauravGarg Garg Kumar
Jaiswal
(."J
(iii) a proposed assignment or transfer by the Company of any of itsrights and obligations under this Agreement to a party that is not aCompany prior to such assignment or transfer;
to comply with "know your customer" or similar ldentification proceduresin circumstances where the necessary information is not already availableto it, the Company shall promptly upon the request of the DebentureTrustee or any Debenture Holder supply, or procure the supply of, suchdocumentation and other evidence as is reasonably requested by theDebenture Trustee (for itself or on behalf of any Debenture Holders) orany Debenture Holders (for itself or, on behalf of any prospective newDebenture Holder) ill order for the Trustee or such Debenture Holders orfor any prospective new Debenture Holders to carry out and be satisfied ithas complied with all necessary "know your customer" or other similarchecks under all applicable laws and regulations pursuant to thetransactions contemplated in the Finance Documents.
The Company shall upon the request of the Debenture Trustee supply, 01' procurethe supply of, such documentation and other evidence as is reasonably requested bythe Debenture Trustee (for itself) in order for the Debenture Trustee to carry out andbe satisfied it has compl ied with all necessary "know your customer' or othersimilar checks under all applicable laws and regulations pursuant to the transactionscontemplated in the Finance Documents.
19. BREACH OF COVENANT BY THE COMPANY MAY BE WAIVED
The Debenture Trustee may. at any time, waive on such terms and conditions as tothem shall seem expedient any breach by the Company and/or by an Obligor of anyof the covenants and provisions in these presents contained without prejudice to therights of the Debenture Trustee in respect of any subsequent breach thereof.However, prior consent of the Debenture Holders shall have been obtained by theDebenture Trustee for any such waiver.
20. NON-COMPETE & RIGHT OF FIRST REFUSAL
The Promoters, the Company and its Affiliates shall not, without the prior writtenconsent of all the Debenture Trustee, jointly or independently, with, through or onbehalf of any person, directly or indirectly within five kilometres radius around thesaid Project, invest and acquire more land for new projects before 50% of the salesof the said Project is complete and/or launch a new project before 80% of the salesof the said Project is complete.
c.!
60 of 155
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Manu Gaurav LalitGaJ'g Gal'g Kumar'
Jaiswal
If the Promoters or their respective Affiliates are desirous of developing any newproject other than the said Project within Gurugram, prior to payment of theOutstanding Amounts to the Debenture Holders, then the Promoters or Promotershall be obliged to notify the Debenture Holders in writing of his intent to developanother project ("the said Notice") along with the budget plan for the new projectand nil relevant darn and material including n title certificate in respect thereof froma reputed lawyer and shall first offer to the Debenture Holders an opportunity inwriting to participate in such new project at the terms and conditions mutuallyacceptable to the Parties.
In the event the confirmation from the Debenture Holders with respect toparticipation in the said new project is not received by the Company within 30(thirty) Business Days from date of receipt of the said Notice by the DebentureHolders, then the Promoter Affiliate or the Company may proceed with theacquisition and development of such new project.
21. MATTERS RELATING TO THE COMPANY
21.1 It is agreed by and between the Parties that the Promoters shall be responsible forthe day to day management of the Project in accordance with the Business Planwhich shall be approved by the Debenture Holders from time to time in accordancewith the provisions of this Agreement.
21.2 It is further agreed by and between the Parties that the Company shall prepare aBusiness Plan in relation to the Project which shall be approved by the DebentureHolders. The Company undertakes and agrees that the Company shall develop theProject strictly in accordance with the Business Plan as approved by the DebentureHolders, subject to a variation of 10% .and shall not undertake any activities whichare not in accordance with the said approved Business Plan.
21.3 The Company shall ensure that the Project is-constructed in accordance with theBusiness Plan and shall be responsible for ensuring that the Project is implementedwithin the budgeted cost estimates.
21.4 The day to day management and affairs of the Company shall be managed by andthrough its Board of Directors and/or any committee of its Board of Directors.
21.5 The overall supervision of the activities, business and affairs of the Company shallbe managed exclusively under the direction of the Board. The Board may exerciseall such powers of the Company and do all such lawful acts and things as arepermitted under applicable Law and the Company's Memorandum and Articles ofAssociation.
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ManuGnrg
LalitKumarJalswat
GauravGaq::
21.6 The Company shall not engage in any of the actions or activities more particularlydescribed in the Eighth Schedule hereunder (the "Major Decisions") without theprior approval by way of resolution of the Board of Directors I Project ManagementCommittee of the Company which shall not be deemed to be validly passed unless adirector appointed by holder of NCDs/Debenture Trustee votes in favour of suchresolution.
21.7 Board of Directors
21.7.1
21.7.2
21.7.3
21.7.4
21.7.5
21. 7.6
So long as the Debenture Holders hold any of the NCDs, the DebentureHolders shall have the rights contained herein as regards the appointmentof directors. These rights shall be exercised by addressing a writtencommunication in that behalf to the Board of Directors and the Boardshall immediately lake steps to implement such communication in thatbehalf.
The Debenture Holders shall have a right to appoint one director on theBoard of Directors of the Company ("DebentUl'e Holder Director") whoshall not be liable to retire by rotation.
The Debenture Holders shall have the sole right to remove any of its/theirappointees as Directors and to appoint another individual in his place tofill in any vacancy in the office of such director,
The Debenture Holders shall be entitled to recommend the appointmentof alternate directors in the event that its appointees are unable to attendthe meetings of the Board of Directors. The Board of Directors shallaccept such recommendation and appoint such alternate directors.
The Board of the Company shall meet at least once in every calendarquarter and at least four (4) such meetings shall be held in every year.Notices for all meetings of the Board and/or committee shall be inwriting. specifying the agenda, containing all relevant documents theretoand shall be sent to Debenture Holder Director by speed postacknowledgement due or by courier and through email at least seven(7)days prior to the date oftbe Board meeting.
The quorum of a Board meeting shall be as required by the Act. Providedthat the Board meeting shall not be validly convened and there shall notbe a proper quorum unless and until Debenture Holder Director is presentat the beginning and throughout the Board meeting.
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((lml'llny ,;?'\shiana ,,:;KumarJaiswal
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Lalit'. Landcraft': 'il)cbcntuI'c.: :'," Trustee
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21.7.7 If adequate quorum is not achieved at such Board meeting, the meetingshall be adjourned by a week at the same place and same time as theoriginal meeting. If adequate quorum is not achieved at the adjournedBoard meeting ("First Adjourned Board Meeting"), then,notwithstanding anything contained herein, the Directors then presentshall constitute the quorum for the meeting other than for the purposes ofconsidering and voting on Major Decisions enumerated in the EighthSchedule hereunder. In the event any Major Decision is required to betaken, such decision shall not be deemed to be validly taken unlessDebenture Trustee has given its assent or dissent in writing to such MajorDecision and such decision is taken on record in the meeting and countedfor the purposes of voting thereon.
2 J .7.8 The Parties shall ensure that no meeting of the Board is held unless (i) atleast 7 days' written notice(or a shorter written notice) detailing theagenda of the matters to be taken up at the Board meeting is sent to theDebenture Holder Director; (ii) Debenture Holder Director consents inrelation to the Major Decisions, and (Hi) a quorum stipulated herein aboveis present.
2 I. 7.9 No resolution shall be deemed to have been duly passed by the Board bycirculation, unless the resol ution has been circulated in draft, togetherwith the necessary papers, if any, to the Debenture Holder Directors(including the representative and Alternate Directors, if any) reasonablyin advance (in normal cases at least three (3) Business Days) of themeeting at which such resolution is to be voted on, and has been approvedin writing by a majority of such of them as are entitled to vote on theresolution.
21.7.10 The Company shall reimburse all reasonable expenses incurred byDirectors in attending meetings of the Board.
21.8 Shareholders Meetings
21.8.1 Where any Major Decision mentioned in the Eighth Schedule requires theapproval of the Shareholders in general meeting, no resolution shall bepassed by the Shareholders of the Company in the general meeting inrespect of the Major Decisions mentioned in Eighth Schedule, except withprior written affirmative consent of the Debenture Trustee or DebentureHolder Director.
630f155
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;.A-shilllla '.; Hohit Raj~"l Modi
."Qchcntui;e
. /l'nlstccManu GauravGarg Garg
LlllitKumarJaiswal
CERT!FIEO TRUE COpy
22. EVENTS OF DEFAULT
If one OJ' more ofthe events specified herein happen(s) or any default happens underany of the Finance Documents (each hereinafter called an "Event of Default"), theDebenture Trustee shall be entitled to exercise any and all rights hereunder ascontained in this Agreement, only upon the expiry of the respective Cure Period. Itis hereby agreed to between the Parties hereto that the question as to whether anEvent of Default has occurred or not and is continuing or not, shall be at the solediscretion of the Debenture Trustee and the Debenture Trustee shall have the rightto exercise such right to determine an Event of Default, at its sole discretion andwithout any recourse to the Company andlor the Obligors and that suchdetermination by the Debenture Trustee shall be final, valid and binding:
22.1 Management Control and Association
22.1. I The Promoters or any of them (i) cease to be associated with the Company;(ii) is no longer actively involved in the Company andlor its business. TheParties hereby agree that such default is not capable of being cured;
22.1.2 There is any Change of control of the Company and/or Change of Controlof the Obligor. The Parties hereby agree that such default is not capable ofbeing cured.
22. J.3 Breach of the provisions regarding Lock-in and Transfer by the Promotersas the case may be. The Parties hereby agree that such default is 110t capableof being cured;
22.2 Litigation
Any litigation, alternative dispute resolution, arbitration, administrative,governmental, regulatory or other investigations, proceedings or disputes arecommenced or threatened in relation to the Finance Documents or the transactionscontemplated in the Finance Documents or against the Company or its assets whichmight have a Material Adverse Effect in the opinion of tile Debenture Trustee.
22.3 Clearances
22.3. J Failure by the Company in obtaining any Clearances necessary for thecommencement of construction of the Project or any Clearances necessaryfor the Company to carryon its business that is required at such particulartime.
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64 of 155
ManuGllrg
CauravGar'g
LalitKumar'Jaiswal
CERPFiED TRUE COpy
22.3.2 Any Clearances necessary for the construction or development of theProject Property or necessary for the Company to carryon its business thatis required at such particular time is modified, amended, revoked, refused,which is not applied for renewal before its expiry, withheld 01' does notremain in full force and effect and such default is not cured within 30(thirty) days.
22.3.3 The work on the said Project has stopped for a period exceeding 12 (twelve)months. The Parties agree that such default is not capable of being cured;
22.4 Misrepresentation and Fraud
Any representation or statement made or deemed to be made by the Companyand/or the Obligors in the Finance Documents or any other document delivered byor on behalf of any of the Company and the Obligors under or in connection withany Finance Document is or proves to have been incorrect or misleading in anymaterial respect when made or deemed to be made. Any act or omission by thePromoters constituting fraud, gross willful misconduct, theft or embezzlement orany act or omission by any person, constituting fraud, gross willful misconduct,theft or embezzlement and the benefits of which accrue directly or indirectly to anyof the Promoters. The Parties hereby agree that such default is not capable of beingcured.
22.5 Material Breach
Any material breach of the terms of this Finance Documents made or deemed to bemade by the Company and/or the Obligors or any other document by the Companyand/or the Obligors.
22.6 Payment Default
Default is committed by the Company in payment of principal amount, redemptionamount, Coupon, Early Redemption Amount, redemption premium, interest inrespect of any NCDs under the finance Documents on the relevant RedemptionDate or any other sums payable in terms of the Third Schedule hereunder.
22.7 Failure of Escrow Mechanism-
Any instance of the Receivables not being routed through the Escrow Account asspecified in the Escrow Agreement. The Parties agree that such default is notcapable of being cured.
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ManuGarg
CauravGarg
LalitKumar.Jaiswal
Trustee
Any default by the Company under the PNB Escrow Agreement, which effects thecredit of cashflows to the Escrow Account.
22.8 Cross Default
22.8.1 Any Financial Indebtedness of the Company is not paid when due norwithin any originally applicable grace period; or
22.8.2 Any Financial Indebtedness of the Company is declared to be or otherwisebecomes due and payable prior to its specified maturity as a result of anevent of default (however described); or
22.8.3 Any commitment for any Financial Indebtedness of the Company iscancelled or suspended by a creditor of the Company as a result of an eventof default (however described).
22.8.4 Any secured creditor of the Company becomes entitled to declare anyFinancial Indebtedness of the Company due and payable before its specifiedmaturity as a result of an event of default (however described).
22.8.5 Any default by the Company and the Promoters under the ExistingDebenture Documents, except the existing default of non payment of theinterest by the Company to the Existing Debenture Holders, and fundingform the Existing Lender.
22.9 Insolvency
22.9.1 The Company and /01' the relevant Obligor (except Personal Guarantors), asthe case maybe, is unable to payor admit its inability to pay its debts asthey fall due, in terms of the documents executed with the respectivelenders, suspends making payments on any .of its debts or, by reason ofactual or anticipated financial difficulties.
22.9.2 The value of the assets of the Company and lor the relevant Obligor, as thecase maybe, is less than its liabilities (taking into account contingent andprospective liabilities).
22.10 Insolvency Proceedings
(a) Any action, legal proceedings or other procedure or step is taken in relation to:
66 of 155
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~:~t Modi Garg Garg
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24.10.1 the suspension of payments, a moratorium of any indebtedness, windingup, dissolution, administration, provisional supervision 01'
reorganisation (by way of voluntary arrangement, scheme ofarrangement or otherwise) of the Company 01' any other Obligor:
22.10.1 a composition or arrangement with any creditor of the Company 01' anyother Obligor, or an assignment for the benefit of creditors generally ofthe Company or a class of such creditors;
22.10.2 the appointment of a liquidator, receiver, receiver and manager,administrator, administrative receiver, compulsory manager,provisional supervisor or other similar officer in respect of theCompany, any Obligor or any of their assets; or
22.10.3 enforcement of any Security over any assets of the Company or anyother Obligor,
OJ' any analogous procedure or step is taken in any jurisdiction with respect to theCompany OJ' any other Obligor; or(b) Any expropriation, attachment, sequestration, distress or execution or anyanalogous process in any jurisdiction affects any asset or assets of the Borrower orany other ObI igor.
22.11 Failure to Maintain Insurance
The Company and /01' the relevant Obligor, as the case maybe, fails to procure andmaintain insurance on its assets in accordance with this Agreement and the otherFinance Documents. Any insurance contracted or taken by the Company is not, orceases to be, in full force and effect for a period of more than J 5 (fifteen) calendardays at any time when it is required to be in effect and the new insurance is notobtained within 15 days from the date of cessation of such insurance.
22.12 Material Adverse Effect
Any event or circumstance occurs which the Debenture Trustee reasonably believesor is reasonably likely to have a Material Adverse Effect.
22.13 Security
22.13.1 If, without the prior written approval of the Debenture Trustee, theSecured Properties or any Security or any part thereof is, by thePromoters and/or the Company, discharged, compounded, released orclaims have been compromised which have given or may give rise toany charge or lien or other claim on the Secured Properties or any ofthe Security, such that the rights of the Debenture Holders arc
CauravG:lrg
LalitKumarJaiswal
67 of 155
nohit RajModi
ManuCarg
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prejudiced 1I1 any manner other than in the ordinary course ofbusiness.;
22.13.2 If the market value of the Secured Properties depreciates in the opinionof the Independent Valuer to less than 2x times the outstanding amountof the NCDs, as determined by the Debenture Trustee, at such timeand if further security to the satisfaction of the Debenture Trustee isnot furnished by the Company to the Debenture Trustee or theCompany fails to pay amount such that the balance amount after suchrepayment shall bear the same proportion to the then reduced marketvalue of the Secured Properties,
22.13.3 If in the opinion of the Debenture Trustee, the Security is in jeopardyor ceases to have effect;
22.13.4 If in the opinion of the Debenture Trustee any Security Documentbecomes illegal, invalid, unenforceable or otherwise fails or ceases tobe in effect or fails or ceases to provide the benefit of the liens, rights,powers, privileges or Security Interests purported or sought to becreated thereby.
22.13.5 Creation of any third party right, title, claim or interest in the Securityin favour of any third person.
22.14 Unlawfulness and invalidity
22.14.1 It is or becomes unlawful for the Company or any other Obligor to performany of its obligations under the Finance Documents.
22.14.2 Any Finance Document, or any obligation of the Company and/or anyObligor under any Finance Documents, is not or cease to be legal, valid,binding or enforceable and the cessation individually or cumulativelymaterially and adversely affects the interests of the Debenture Trustee underthe Finance Documents.
22.14.3 Any Finance Document ceases to be in full force and effect or is alleged bya party to it (other than the Debenture Trustee and/or the DebentureHolders) to be ineffective for any reason.
22.14.4 Any Security Document does not create legal, valid, binding andenforceable security over the assets charged under that Security Documentor the ranking or priority of such security is adversely affected.
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uAshiana t; Rohit RajModi
l)eiic'i1t'ure",,'Trustee
Manu GauravGal'!: Garg
LalitKumar.laiswal
CERTIFIED TRUE COpy
22.15 Exproprlatlon Events
Any government (including allY political or administrative sub-division thereof),Government Authority, agency, official or entity takes any action:
22.15.1 for the nationalization or dissolution of the relevant Obligor, or any actionwhich deprives or threatens to deprive the relevant Obligor: (a) fromconducting any of its business or carrying out its operations in the manner itis being conducted or carried out; or (b) of tile use of all or a substantial partof its assets;
22.15.2 to revoke or terminate or to refuse to provide or renew any authorisation orto impose onerous conditions on or on the grant or renewal of anyclearance, approvals or permits required by the Company/ Obligor forundertaking its business and operations or required by the Company!Obligor for performance by it of its obligations under the FinanceDocuments; or
22.15.3 with a view to regulate, administer, or limit, or assert any form ofadministrative control over the rates applied, prices charged or rates ofreturn achievable, by the Company in connection with its business.
22.16 Repud iation and rescission of agreements
The Company (or any other relevant party) rescinds or purports to rescind orrepudiates or purports to repudiate a Finance Document or any of the SecurityDocuments or evidences an intention to rescind or repudiate a Finance Document orany Transaction Security.
22. J 7 Cessation of Business
22.17. I The Company ceases, or threatens to cease, to carryon all or a substantialpart of the business; or
22.17.2 The Company materially changes or threatens to materially change thegeneral nature or scope of its business from that is carried on at the date ofexecution of this Agreement by the Company.
22.18 Non com pllance with any of the Finance Documents
24.18.1 The Company or any of the Obligors fail to comply with the provisions ofthe Finance Documents or if the Company and/or the Obligors fails to fulfill
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Rohit RajModi
ManuGarg
CauravCarg Kumar
Jaiswal
CERTIFIE.D TRUE copy
the Conditions Precedent or any of uie Conditions Subsequent stipulated inthe Finance Documents and such default is not cured within 30 (thirty)days.
24.18.2 Save and Except loan availed from the Existing Lender and the amounts tobe repaid to the Existing Debenture Holders, in the event the Company orany of the Obligors attempt to repay any other loan or debt obligationsand/or redeem in part or full any other debentures issued by the Companyprior to re-payment of the NCDs in terms hereof. The Parties agree thatsuch default is not capable of being cured.
24.18.3 The Company fails to procure the listing of the NCDs within Fifteen (J 5)days from the date of the allotment of the NCDs.
22.19 Change in laws OJ' regulations or others
22.19.1 The Company has undertaken any reorganization that is likely to materiallyaffect its financial position or any sale and/or transfer of its equity that islikely to effect a change in management control.
22.20 Termination of the Development Agreement
In the event the Development Agreement is terminated for any reason whatsoever orthe Power of Attorneys granted thereunder have been cancelled/ terminated. TheParties hereby agree that in such an event the Development Agreement or the Powerof Attorney is terminated for whatever reasons then such default is not capable ofbeing cured.
22.20A Any breach of the terms of the Development Agreement or non-compliance of termsof the Development Agreement.
22.20B Any breach of the terms of the Development Agreement Documents or non-compliance of terms of the Development Agreement Documents.
22.2 I Non-Compete
The Company and/or the Promoters have undertaken a new project or acquireddevelopment rights or any new immovable property in breach of Clause 22 above.The Parties agree that such default is not capable of being cured.
GauravGarg Trustee
:j'Rohit RlljModi
1\1.1111U
Glll'g
Lalit "Kumar.Iaiswul
23. CONSEQUENCES OF AN EVENT OF DEFAULT
23,1 On the occurrence of an Even! of Default, or any default under any of the FinanceDocuments, the Debenture Trustee shall give 90(ninely) days OJ' such other periodas prescribed for such event of default, written notice to the Company to cure theEvent of Default or such other period as prescribed above against each of the events(the "Cure Perlod") at the instructions of the Majority Debenture Holders. Onexpiration of the said Cure Period, the Debenture Trustee shall declare the Event ofDefault Consideration to be immediately due and upon such declaration the sameshall thereupon become due and payable forthwith. The Debenture Trustee shall inthat event have the rights described hereunder and the rights available underApplicable Law, as well as enforcement of the Security created hereunder and underthe Security Documents created in accordance with this Agreement.
23.2 Cancel any outstanding commitments;
23.3 Declare that all or part of the NCDs, together with accrued interest, and all otheramounts accrued or outstanding under the Finance Documents be immediately dueand payable, whereupon they shall become immediately due and payable;
23.4 Accelerate the Redemption of the NCDs;
23,5 Exercise any other right that the Debenture Trustee and I or Debenture Holders mayhave under the Finance Documents or under Indian law;
23.6 Subject to the provisions of Applicable Law, the Debenture Trustee may at any timethereafter enter into and upon and take possession of the Secured Properties or anypart thereof and shall thereforth quietly possess and enjoy the same and receive therents, income and profit thereof without any lawful interruption or disturbancewhatsoever by the Company or any person or persons lawfully claiming under himor any of them and shall, until the Company shall have tendered or deposited theamount for the time being due under these presents, be at liberty (but under noobligation) to pay there out, the Government revenue and all other charges of apublic nature and all rent (if any) accruing and due ill respect of the SecuredProperties during such possession and any arrears of rent in default of payment ofwhich the Secured Properties may be summarily sold and all expenses incurred forthe management of the Secured Properties and the collection of rents, income andprofits and all other outgoings including costs of repairs (if any) of the SecuredProperties as agent of the Company with interest thereon at the rate provided underthese presents and shall appropriate the net rents, income and profit or the amountfrom time to time due to it on account of interest accruing due to it under the
710f155
ManuGarg
GauravGarg
LalitKuma,'.Iaiswal
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covenant hereinbefore contained in that behalf and if there be any surplus, shallappropriate the same in reduction or discharge of the principal of the NCDs.
23.7 Subject to the provisions of Applicable Law, transfer the Secured Properties by wayof issue of lease, leave and license or sale as the Debenture Trustee may deem fit inits sole discretion.
23.8 It shall be lawful for the Debenture Trustee at any time after taking possession ofthe Secured Properties to make improvements thereon as it may in its discretion,think proper and the Company will on redemption pay the Debenture Trustee thecosts, thereof in addition to the NCDs with interest at the same rate as is payable onthe principal amount due under these presents and that until such repayment thesame shall be a charge upon the Secured Properties and that the Debenture Trusteeshall not be accountable for or be liable to give credit for the profits (if any)accruing by reason of the said improvements.
23.9 Upon the occurrence of any of the Events of Default, and without prejudice to therights and powers of the Debenture Trustee hereunder, the NCDs shallautomatically and without any further action, become due for redemption and theDebenture Trustee upon the instructions/approval of the Debenture Holders shall beentitled to instruct the Escrow Bank to cease making any payments / transfers fromany of the bank accounts of the Company.
23.10 On the happening of an Event of Default, the Debenture Trustee may, with theapproval of the Debenture Holders, raise or borrow moneys on the security of theSecured Properties or any part thereof ranking subservient to these presents as theDebenture Trustee with such consent or sanction shall decide, for the purpose ofmaking any payment under or by virtue of these presents or in relation to theexercise or any powers, duties or obligations of the Debenture Trustee or theReceiver 01' otherwise in relation to the Secured Properties or these presents or forthe purpose of paying off 01' discharging any mortgages or charges for the timebeing on the Secured Properties or any part thereof or any costs, charges andexpenses which shall be incurred by the Debenture Trustee under or by virtue ofthese presents and the Debenture Trustee may raise and borrow such monies asaforesaid at such rate or rates of interest and generally on such terms and conditionsas the Debenture Trustee shall think fit.
23.11 Following the happening of an Event of Default, it shall be lawful for the DebentureTrustee at any time without any further consent of the Company, to sell, assign,transfer, charge or concur with any other Person in selling, assigning, charging 01'
transferring the Secured Properties and any future assets comprised under thepresent security or any part thereof either by public auction or private contract,
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Kumar.laiswal>.
Lali(;n.jhialla ,,;mohit Haj..;; ", ModiC)
Manu GauravGlII'g Garg
CERTIFIED TRUE COpy
including the land, leasehold estate, buildings and structures or separately therefromwith liberty to make any arrangements as to removal of the plant, machinery,fixtures, fittings and other implements from the land, building and structures andwith liberty also 10 make such conditions or stipulations regarding title or evidenceof title or other matters as the Debenture Trustee may deem proper, with power tobuy or obtain assignment of the Secured Properties at any sale and to resell orreassign the Secured Properties at any sale by auction or to rescind or vary anycontract for sale and to resell or reassign the Secured Properties without beinganswerable or accountable for any loss Or diminution occasioned thereby and withpower also to execute assurances and give effectual receipts for the purchase moneyand do all other acts and things for completing the sale/assignment which the personor persons exercising the power of sale/assignment shall think proper, and theaforesaid power shall be deemed to be a power to sell and concur in selling theSecured Properties without the intervention of the COLll1.
23.12 No purchaser or other person dealing with the Debenture Trustee and/or anyreceiver upon any sale purporting to be made in pursuance of the aforesaid power inthat behalf shall be bound or concerned to see or inquire whether any default hasbeen made in payment of any moneys intended to be hereby secured or whether anymoney remains owing 011 the security of these presents or as to the necessity orexpediency of the stipulations subject to which such sale and/or assignment shallhave been made or otherwise as to the propriety or regularity of such sale and/orassignment and notwithstanding any impropriety or irregularity whatsoever in anysuch sale and/or assignment the same shall as regards the safety and protection ofthe purchaser or purchasers be deemed to be within the aforesaid power in thatbehalf and be valid and effectual and the remedy of the Obligors and/or Company inrespect of any breach of any of the clauses or provisions hereinbefore contained orof any impropriety or irregularity whatsoever in any such sale and/or assignmentshall be in damages only. Upon any such sale/assignment as aforesaid the receipt bythe Debenture Trustee for the purchase money shall effectually discharge thepurchasers or purchaser therefrom and from being concerned to see to theapplication thereof or being answerable for the loss or misapplication thereof. Uponreceipt by the Debenture Trustee of the entire Outstanding Amount any surplusreceipt shall be distributed to the Company/ Obligors as the case may be.
23.13 On behalf of the Debenture Holders, the Debenture Trustee shall have a right toappoint a Nominee Director 011 the Board of Directors of the Company (hereinafterreferred to as "the Nominee Director"). The Nominee Director so appointed shallnot be liable to retire by rotation nor be required to hold any qualification shares.The Company shall take steps 10 amend its Articles of Association for the purpose,if necessary. However, the aforesaid right to appoint Nominee Director shall be
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';:Rohil RajModi
ManuGarg
GauravGal'g
LalitKumarJalswal
CERTIFIED TRUE COpy
exercised by the Debenture Trustee only II1 case of an Event of Default and inaccordance with the Applicable Law.
23.14 Appoint a nominee director on the Board of the Coupon in the event of:
(i) two consecutive defaults in payment of Interest all the respective date ofpayment of the Coupon; or
(ii) default in creation of Security for Debentures; or(iii) default in redemption of Debentures.
23.15 In case of a conflict inter-se between the Promoters due to which the Project isstalled for a period of more than 3 months cumulatively, the Debenture Holders(through Debenture Trustee)will have step-in rights to take board control and getany development manager to execute the Project, who will be appointed at marketrate on arms length basis, on the Company's cost.
23.15 Takeover of the Project:
(a) On occurrence of any Event of Defaultprescribed in Clause 24.1.1, 24.1.2,24.1.3,24.3.3,24.4,24.7,24.9.1,24.9.2,24.13.1, 21.16,24.17.1,24.17.2and 24. I8.2 and subject to Cure Period, the Debenture Holders shall havethe right to take charge of or takeover the Project and Secured Properties.For this purpose, the Promoters, the Company and the Obligors herebyagree that they shall do all such acts, deeds and things as may be required toensure that Debenture Holders' representatives are able to supervise andmanage the Project infer-alia by appointing a new agency who will overseeand supervise the construction and development of the Project. For theavoidance of any doubt, the Company and the Promoters or any theirrespective Affiliates shall not commit any act or omission, take any actionor any decision with respect to the Project or Secured Properties without theprior written consent of the Debenture Trustee.
(b) It is clarified that upon the occurrence of an Event of Default, the DebentureTrustee may enforce any of the Securities created in pursuance of thisAgreement and any other Finance Documents in any order it may deem fitand all monies that are in excess after payment of all amounts due to theDebenture Holders shall be returned to the Company without delay ordemur.
(c) It is further agreed by and between the Parties hereto that the DebentureTrustee may on the occurrence of an Event of Default under Clause 24 of
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this Agreement, by notice, require the Company forthwith to discharge infull the liability to the Debenture Trustee.
(d) In addition to the above, in case of an Event of Default, tile DebentureHolder's shall have the option to renegotiate the terms of the NCDs.
(e) All expenses incurred by the Debenture Trustee after an Event of Defaulthas occurred in connection (a) with preservation of the Company's assets(whether then or thereafter existing); and (b) collection of amounts due inrespect of the NCDs Or under these presents, shall be borne by theCompany.
23.16 Put Option
(a) Following the happening of any of the Events of Default subject to CurePeriod, the Debenture Trustee on behalf of the Debenture Holders, shallhave the option (but not the obligation) (the "Put Option") to require theCompany / the Promoters to purchase all the NCDs at a price whichprovides the Debenture Holders an IRR of 18% (eighteen percent) on theaggregate value of the NCDs from the First Fund Release Date (gross ofwithholding tax and other applicable distribution taxes), ("Event of DefaultConsideration "),
(b) Upon the Put Option being exercised, the Debenture Trustee shall forthwithsend a notice to the Promoters! the Company in this regard (the "PutOption Notice"). Upon receipt of the Put Option Notice, theCompany/Promoters shall acquire the NCDs being offered by DebentureHolders pursuant to the Put Option;
(c) The transfer of the NCDs is to be completed within a period of 60 (sixty)Business Days from the date of receipt of the Put Option Notice by the orsuch other period as may be mutually agreed by the Parties.
24. APPOINTMENT OF RECEIVER
(a) Subject to the observance of such restrictions as may be imposed by Section69A of the Transfer of Property Act, 1882 (,TOP A"), or any otherapplicable statutory provisions, the Debenture Trustee may in addition toand without derogation from the powers contained in this Agreement, onthe occurrence of an Event of Default, shall have power to appoint inwriting a Receiver ("Receiver") of the Secured Properties to receive theprofits, income and benefits thereof and in that event shall be at liberty and
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entitled to appoint any of its officers or any other fit and proper person assuch Receiver by writing signed by the Debenture Trustee or on its behalfand all the powers, provisions and trusts contained in the said Section 69Aof the TOPA shall apply to the Receiver appointed by the DebentureTrustee and the Obligors hereby consents to the appointment of such personas Receiver and agrees not to object to the appointment of such person asReceiver.
(b) Status, Powers and Remuneration of Receiver
(A) Appointment of any Receiver may be made either before or afterthe Debenture Trustee shall have entered into or taken possession ofthe Secured Properties;
(8) Such Receiver may, from time to time, be invested with such of therights, powers, authorities and discretions exercisable by theDebenture Trustee set forth herein or under law or as the DebentureTrustee may think expedient including the following rights, powersand authorities:
(i) to enter upon or take possession of, collect, appropriate,and get in all or any part of the Secured Properties and forthat purpose to take any proceedings and enforce any orderor judgment in the name of the Obligors or otherwise as theReceiver shall consider fit;
(ii) to make any arrangement or compromise between theObligors and any other Person or pay any compensation orincur any obligation which the Debenture Trustee or theReceiver shall consider fit;
(Hi) for the purpose of exercising any of the powers, authoritiesand discretions conferred on it by this Agreement and/ordefraying any costs or expenses which may be incurred byit in the exercise thereof or for any other purpose, Oil suchterms (with or without security) as the Receiver or theDebenture Trustee shall consider fit and so that, with theprior written consent of the Debenture Trustee, any suchsecurity may be or include a charge on the whole or anypart of the Secured Properties ranking wholly or partly inpari passu with the security created hereunder;
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1 .76 of 155
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(iv) to make calls, conditionally or uncondlrlonally, on theshareholders of the Obligors in respect of uncalled capital,if any, as regards the shares committed under the FinanceDocuments;
(v) to assign, sell, lease, license, grant options to sell, deal withor manage or concur in assigning, selling, leasing,licensing, granting options to sell, dealing with OJ'
managing and to vary, terminate or accept surrenders ofleases, licenses OJ' tenancies of or otherwise dispose of anypart of the Secured Properties in such manner and generallyon such terms and conditions as the Debenture Trustee orthe Receiver shall consider fit and to carry any suchtransactions into effect in the name of and on behalf of theObligors or otherwise;
(vi) to make, effect and do all maintenance, repairs,developments, reconstructions, improvements, furnishings,equipment, insurances, alterations or additions to or inrespect of the Secured Properties and maintain, renew, takeout or increase insurances in the interest of the DebentureTrustee for maintaining the value of the Secured Properties,in every such case as the Debenture Trustee or the Receivershall consider fit;
(vii) to obtain all clearances, planning consents and permissions,building regulations, approvals and any other consents orlicenses necessary or appropriate to carry out any of thematters referred to in this Agreement or otherwise as theDebenture Trustee or Receiver shall consider fit;
(viii) to appoint and discharge employees, officers, agents,professionals and others for the purposes hereof upon suchterms as to remuneration or otherwise as the Receiver mayconsider fit and to discharge any Persons appointed by theObligors;
(ix) to redeem any prior encumbrance and settle and pass theaccounts of the encumbrances so that any accounts sosettled and passed shall (subject to any manifest error) beconclusive and binding on the Obligors and the money so
77 of 155
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paid shall be deemed to be an expense properly incurred bythe Receiver;
(x) (0 settle, refer 10 arbitration, compromise and arrange anyclaims, accounts, disputes, questions and demands with orby any Person or body who is or claims to be a creditor ofthe Obligors or relating in any way to the SecuredProperties or any part thereof;
(xi) to bring, prosecute, enforce, defend and discontinue allsuch actions and proceedings in relation to the SecuredProperties or any part thereof as the Receiver shall considerfit;
(xii) to implement or continue the development of (and obtainall clearances and other consents required in connectiontherewith) andlor complete any buildings or structures on,any real property comprised in the Secured Properties anddo all acts and things incidental thereto;
(xiii) insure and keep insured the property and assets of aninsurable nature comprised in the Secured Propertiesagainst loss or damage by such risks and contingencies insuch manner and in all respects as set out in thisAgreement, and to maintain, renew or increase anyinsurance or insurances in respect of such property or assetsin relation to the Secured Properties;
(xiv) promote the formation of companies with a view topurchasing all or any of the undertaking, property, assetsand rights of the Company "in relation to the SecuredProperties or otherwise;
(xv) to do all such other acts and things (including, withoutlimitations, signing and executing all documents and deeds)as may be considered by the Debenture Trustee or Receiverto be incidental or conducive to any of the matters orpowers aforesaid or otherwise incidental or conducive tothe preservation, improvement or realisation of the SecuredProperties; and
78 of 155
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(xvi) to exercise all such other power and authority as theDebenture Trustee shall consider fit to confer and so thatthe Debenture Trustee may in relation 10 such part of theSecured Properties as is the subject to the securityexpressed to be created hereunder confer any powers andauthorities which it could give if it were an absolutebeneficial owner thereof.
(xvii) in the exercise of any of the above powers, to expend suchsums as the Receiver may think fit, the Obligors shallforthwith on demand repay to the Receiver all sums soexpended together with interest thereon at the Default Ratefrom time to time, and until such repayment, such sums,together with such interest, shall be secured by thisAgreement.
(C) The Debenture Trustee may delegate its rights, powers, authoritiesand discretion to the Receiver.
(D) Unless otherwise directed by the Debenture Trustee, such Receivermay exercise all the rights, powers, authorities and discretionsherein or by Applicable Law vested in the Debenture Trustee. SuchReceiver shall exercise its powers, authorities and discretion fromtime to time in accordance with instructions made and given by theDebenture Trustee.
(E) Subject to the provisions of Section 69A of the TOPA, theDebenture Trustee may from time to time fix the remuneration ofsuch Receiver and may direct payment thereof out of the SecuredProperties.
(F) The Debenture Trustee may from time to time and at any time asthe Debenture Trustee considers fit, require such Receiver to givesecurity for the due performance of its duties as such Receiver, andmay fix the nature and amount of security to be so given, but theDebenture Trustee shall not be bound in any case to require anysuch security.
(G) Unless otherwise directed by tile Debenture Trustee all moniesfrom time to time received by such Receiver shall be paid over tothe Debenture Trustee to be held by them UPON THE TRUST
79 of 155
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herein declared of and concerning rile monies arising from any sale,calling in, collection or conversion of the Secured Properties.-
(11) The Debenture Trustee may pay over to the Receiver any moniesconstituting part of the Secured Properties to the intent that thesame may be applied for the purposes hereof by such Receiver andthe Debenture Trustee may, n'0111 time to time, determine whatfunds the Receiver shall be at liberty to keep in hand with a view tothe performance of his duties as Recei ver.
(I) Subject as provided herein the Receiver may, for defraying anycosts, charges, losses or expenses (including his remuneration)which shall be incurred by him in exercise of the powers,authorities and discretion vested in him and for all or any of thepurposes raise and borrow monies on the security of the SecuredProperties or any part thereof at such rate or rates ~f interest andgenerally on such terms and conditions as he may think fit, and noperson lending any such money shall be concerned to inquire as tothe propriety or purpose of the exercise of the said power or to seeto the application of any monies so raised or borrowed, providedthat the Receiver shall not exercise the said power without firstobtaining the written consent of Debenture Trustee but theDebenture Trustee shall incur no responsibility or liability to anylender or otherwise by reason of their giving or refusing suchconsent whether absolutely or subject to any limitation or condition.
(J) Every such Receiver shall be the agent of the respective Obligorsfor all purposes and such Obligors alone shall be responsible for hisacts and defaults, losses or misconduct and liable on any contract orengagement made or entered into by him (other than those arisingas a result of the Receiver's gross negligence or willful default orfraud as finally determined by a court of competent jurisdiction)and for his remuneration and Debenture Trustee and the DebentureHolders shall not incur any liability or responsibility therefore byreason of their making or consenting to his appointment as suchReceiver.
(K) The Debenture Trustee shall be in no way responsible for anymisconduct, misfeasance, malfeasance or negligence on the part ofany such Receiver and shall be in no way liable for or in respect ofany debts or other liabilities incurred by any such Receiver whetherany of the Obligors shall or shall not be in liquidation.
. / Trustee
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Landcraff DclJenttln~:,:nohit RajModi
ManuGarg
GaurnvGarg
LalitKIHlHII'
Jaiswal . ..
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(I.) The Receiver shall not be liable in respect of any loss or damagewhich arises out of [he exercise or failure to exercise any of itsrights, powers, authorities, discretion and trusts.
(M) It shall be lawful for the Obligors to retain possession of tile use ofthe Secured Properties until the Debenture Trustee shall be entitledto appoint Receiver to take possession thereof under those presents.
(N) For all or any of the purposes aforesaid, the Obligors does herebyirrevocably appoint the Debenture Trustee as well as the Receiveror Receivers to be appointed under these Presents to be theirAttorney or Attorneys and in the name and on behalf of suchObligors to execute and do all such acts, matters and things whichsuch Obligors ought to do and execute under the covenants andprovisions herein contained and generally to use the name ofObligors in the exercise of all or any of the powers by thesePresents conferred on the Debenture Trustee or any Receiverappointed by It.The Obligors covenants to ratify and confirm allacts or things made done or executed by any attorney as statedabove. ALWAYS PROVIDED THAT all the acts done by theReceiver shall be in consonance of Section 69A of TOP A .
25. SALE OTHER THAN BY THE DEBENTURE TRUSTEE
25.1 In the event of the Secured Properties or any part thereof or any interest thereinbeing sold owing to failure to pay arrears of revenue or other charges of a publicnature or rent due in respect of such premises and provided such failure shall nothave arisen from any default of the Debenture Holders then and ill every such case,the Debenture Holders/Debenture Trustee shall be entitled to claim payment of theNCDs, in whole or in part out of the surplus of the sale proceeds remaining afterpayment of tile arrears and of all charges and deduction directed by Applicable Lawand as per the Distribution Waterfall.
25.2 On the Secured Properties or any of them or any portion thereof or any interesttherein being at any time acquired by the Government of India or by the State or byany Municipal Corporation or by any other public body for a public purpose theDebenture Trustee shall, notwithstanding that the Secured Obligations shall nothave become due, be entitled to receive the compensation to which the Obligorsmay be entitled or declared entitled and to apply the same to a sufficient portionthereof towards repayment of' the moneys for the time being due under thesepresents including interest in lieu of notice and all proceedings for ascertainment
8101'155
LalitKumar'J;riswlll
Company :;t~shiana :. Rohit Ra]C) Modi
ManuGaJ'g
Gaura"Gal'g
and apportionment of the compensation payable for the said Secured Propertiesshall be conducted by the Company through the advocates, and architects of theDebenture Trustee but if the Company do 1101 do so then the Debenture Trustee shallbe entitled to engage another advocate and architect and the Debenture Trustee shallrepay on demand to the Debenture Trustee all costs, charges and expenses that maybe incurred by the Debenture Trustee with interest thereon at the rate aforesaidfrom the time of the same having been so incurred and that until such repayment thesame shall be a charge upon the Secured Properties.
26. TRUST OF PROCEEDS OF SALEIREALISATION OUT OF THESECURED PROPERTIES
26.1 The Debenture Trustee shall hold UPON TRUST the monies received by them orthe Receiver in respect of, from or comprising the Secured Properties (hereinaftercollectively referred to as "the said monies"), or, any part thereof arising out of:
a) any sale, calling in, collection or conversion under the Power of Sale;
b) policy 01' policies of insurance;
c) compensation money in respect of any acquisition and requisition ornationalization or takeover of tile management of the Company;
d) any other realization whatsoever including pursuant to the enforcement of anySecurity;
and they shall, in the first place, by and out of the said monies reimburse themselvesand pay, retain or discharge all the costs, charges and expenses incurred in or aboutthe entry, appointment of Receiver, calling in, collection, conversion or the exerciseof the powers and trusts under these presents, including their and the Receiver'sremuneration as herein provided, and shall apply the residue of the said monies tomake the payments under the NCDs, as per the Distribution Waterfall, till thepayment in full of such payments and thereafter, in or towards payment of thesurplus (if any) of the said monies to the relevant Obligors OJ' any person or personsentitled thereto.
27. RECEIPT OF DEBENTURE HOLDER
The receipt of each Debenture Holder or if there be more than one DebentureHolders, then the receipt of' anyone of such Debenture Holders or of the survivorsor survivor of the Debenture Holders for the principal monies and interest payablein respect of each of such Debenture shall be a good discharge to the Debenture
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28_ SUnRENDER OF NCDSON PAYMENT
For payment to the Debenture Holders in full discharge of all principal monies dueand any premium and/or interest accrued thereon and all other OutstandingAmounts, the Company shall make the payment of principal amount and anyinterest accrued thereon and all other Outstanding Amounts, to the DebentureHolders or 10 any subsequent transferee{s) who are entitled to receive the paymenton the applicable redemption date upon the Debenture Holders or the subsequenttransferee (as applicable) giving appropriate instructions to transfer thedematerialized NCDs to such dematerialized securities account as the Companyshall specify for this purpose with a copy of such instructions being provided to theCompany. Upon receipt of the applicable amounts of principal money due and anyinterest accrued thereon and the other Outstanding Amounts, the Debenture Holdersor the subsequent transferee(s), as applicable, shall issue appropriate receipts in thisregard to the Company within a period of3 (three) Business Days hereof.
29. FAILURE TO SIJRRENDERTHE NCDS
In the event of any Debenture Holder not surrendering such NCDs which theCompany is ready to payor satisfy in accordance with the terms of these presents,to the Company, within 15 (fifteen) days after the due date for redemption orpayment of the amount secured thereby, the Company shal J be at liberty to depositin a scheduled bank in the name of the Company for the purpose, an amount equalto the amount due to any such Debenture Holder in respect of such NCDs togetherwith unclaimed interest thereon and upon such deposit being made subject to thecondition that the monies deposited therein shall be withdrawn for settling the futureclaim of the Debenture Holders, the NCDs which the Company is ready to payorsatisfy as aforesaid shall be deemed to have been paid off or satisfied in accordancewith the provisions hereof. The Company agrees to furnish- undertaking from thescheduled bank that withdrawals from the no lien account shall be permitted only tomeet the claims of the Debenture Holders.
30. POWEROF TRUSTEESTO BORROW
Upon occurrence of an Event of Default, the Debenture Trustee may, with theapproval of the Majority Debenture Holders and subject to the consent of theExisti ng Lender, raise or borrow moneys on the security of the Secured Propertiesor any part thereof ranking subservient to these presents as the Debenture Trusteewith such consent or sanction shall decide, for the purpose of making any paymentunder or by virtue of these presents or in relation to the exercise or any powers,
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duties or obligations of the Debcnrure Trustee or the Receiver or otherwise inrelation to the Properties or this Agreement or tor the purpose of paying off 01'
discharging any mortgages 01' Charges for the time being on the Properties or anypart thereof or any costs, charges and expenses which shall be incurred by theDebenture Trustee under or by virtue of these presents and the Debenture Trusteemay raise and borrow such moneys as aforesaid at such rate or rates of interest andgenerally on such terms and conditions as the Debenture Trustee shall think tit.
31. POWER OF THE TRUSTEES TO INVEST UNCLAIMED AMOUNT
After provision for payment and satisfaction of the NCDs is made by the deposit ina scheduled bank as aforesaid, the Debenture Trustee may invest the same in any ofthe investments herein authorized by the Debenture Holders. Against the surrenderof the NCDs at any time thereafter, a Debenture Holder shall be entitled to receivethe money under the relative NCDs due up to the date of redemption thereof
32. AUTHORISED INVESTMENTS
Any monies which under the trust Or powers herein contained ought to be investedby the Debenture Trustee may be invested in the name of the Debenture Trustee orunder the legal control of the Debenture Trustee in any of investments authorized byApplicable Law for the investment of trust moneys with power to vary andtranspose such investments and in so far as the same shall not he invested shall beplaced on deposit in the name of the Debenture Trustee in a scheduled bank orbanks.
33. INVESTMENT OF CAPITAL MONIES
Subject as aforesaid, the Debenture Trustee shall be entitled, with the priorapproval of the Debenture Holders to invest the net capital monies referred to inClause 33hereof upon some or one of the investments hereinafter authorised orplace the same upon deposit or in current account in the name of the DebentureTrustee with any scheduled bank or banks with power from time to time to varysuch investments and with power from time to time to resort to any Stichinvestments for any of the purposes for which such proceeds are under thesepresents authorised to be expended. And subject as aforesaid the Debenture Trusteeshall stand possessed of the said investments UPON TRUST until the power of saleshall arise to pay the income thereof and any net monies in the nature of incomearising to the Company and after the power of sale shall have arisen shall hold thesaid investments and monies and the income thereof respectively and the net moniesin the nature of income UPON AND FOR THE TRUSTS and purposes hereinbeforeexpressed concerning the monies to arise from sale, calling in, collection and
84 of 155
G~rg KUIIIllr
.Iuiswal
CERTIFIED TRUE COpy
conversion made as aforesaid provided always that in default of such power of salearising and after payment and satisfaction of all monies intended to be secured bythese presents the said investments monies and income thereof and net monies lastaforesaid shall be held in trust for the Company or its successors or its permittedassigns.
34. DEBENTURE TRUSTEE AND RECEIVER NOT LIABLE TO ACCOUNTAS MORTGAGEES IN POSSESSION
Neither the Debenture Trustee nor any Receiver as aforesaid, are mortgagees-in-possession and shall not be liable by reason of the Debenture Trustee or suchReceiver entering into or taking possession of the Secured Properties or any parlorparts thereof, 10 account as mortgagees in possession or for anything except actualreceipts or be liable for any loss upon realization or for ally default or omission forwhich a mortgagee-in-possession might be liable.
35. APPLICATION OF MONIES FROM BUSINESS
The Debenture Trustee shall, out of the monies received by the Debenture Trusteeout of the rents, profits, income or any other monies of or constituting the SecuredProperties, pay and discharge the costs, charges and expenses incurred in carryingon the business including the remuneration of the Receiver (if any) and in themanagement of the Secured Properties or exercise of the powers and duties underthese presents and all other outgoings which the Debenture Trustee or Receivershall think fit to pay and shall pay and apply the residue of the said receipts, rents,profits and monies in the manner hereinbefore provided with respect to the moniesarising from any sale or conversion under the Power of Sale or conversion of theSecured Properties under these presents.
36. WHEN DEBENTURE TRUSTEE MAY INTERFERE
Until the happening of any of the Events of Default set out in Clause24, theDebenture Trustee shall nor be in any manner required, bound or concerned tointerfere with the management or the affairs of the Company or its business
37. REGISTER OF DEBENTURE HOLDER
The Company shall, as required by Section 88 of the Act, keep at its RegisteredOffice a Register of the Debenture Holders or a similar record as prescribed inrelation to securities issued in dematerialized form shall be maintained by obtaininga download from the Depository prior to the record date for payment of interest andlor redemption money. The Debenture Trustee shall, as provided in Section 94 of
85 of 155
CauravCarg
LalitKumarJaiswal
..)(ohi( RajModi
ManuGarg
CERTIFIED TRUE COpy
the Act, be entitled to inspect the said Register of Debenture Holders and to takecopies of or extracts from the same or any part thereof during usual business hours.
38. DEBENTURE REDEMPTION RESERVE
38.1 The Company shall create a Debenture Redemption Reserve ("DRR") in terms ofthe Act and other applicable rules and regulations and any guidelines issued by anyGovernment Authority having authority under the law in respect of creation of ORRand shall apply all moneys in the DRR in the manner prescribed under the Act andother applicable rules, regulations and guidelines issued by any GovernmentAuthority, The Company shall abide by such guidelines and execute all suchsupplemental letters, agreements and deeds of modification as may be required bythe Debenture Holders I Debenture Trustee. The Company shall submit to theDebenture Trustee a certificate duly certified by the auditors certifying that theCompany has transferred suitable slim to the DRR at the end of each of financialyear.
39. DEBENTURE TRUSTEE'S LIABILITY
39.1 In addition to the other powers conferred on the Debenture Trustee and provisionsfor their protection and not by way of limitation or derogation of anything in thesepresents contained or of any statute limiting the liability of the Debenture Trustee,IT IS EXPRESSLY DECLARED as follows:
39.1.1 The Debenture Trustee may, in relation to these presents, act on the opinionor advice of or any information obtained from any solicitor, counsel,advocate, qualified accountant or other expert whether obtained by theCompany, or by the Debenture Trustee or otherwise and shall not beresponsible for any loss occasioned by so acting. Any such advice, opinionor information and any communication passing between the DebentureTrustee and their representative or attorney appointed by them may beobtained or sent by letter, telegram, cablegram, telex, telephonic message orany other electronic means and the Debenture Trustee, their representativeor attorney shall not be liable for acting on any advice, opinion orinformation purporting to be conveyed by any such letter, telegram,cablegram, telex, telephonic message or other electronic means although thesame shall contain some error or shall not be authentic;
39.1.2 The Debenture Trustee shall be at liberty to accept a certificate signed byanyone of the Directors of the Company, as the case maybe, as to any actor matter prima facie within the knowledge of the Company as sufficientevidence thereof and a J ike certificate that any property or assets are in the
86 of 155
GauravGarg
Jaiswal
Rehit HajModi
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.
opinion of the Director so certifying worth a particular sum or suitable forthe Company/Company's purpose 01' business as sufficient evidence that itis worth that sum or so suitable and a like certificate to the effect that anyparticular dealing or transaction or step or thing is in the opinion of theDirector so certifying expedient as sufficient evidence that it is expedientand the Debenture Trustee shall nor be bound in any such case to call forfurther evidence or be responsible for any Joss that may be occasioned bytheir failing to do so;
39.1.3 The Debenture Trustee shall not be bound to give notice to any person ofthe execution hereof or to see to the performance or observance of any ofthe obligations hereby imposed on the Company or in any way to interferewith the conduct of the Company's business unless and until the rightsunder the NCDs shall have become enforceable and the Debenture Trusteeshall have determined to enforce the same;
39.1.4 The Debenture Trustee shall be at liberty to keep these presents at theirRegistered Office or elsewhere or if the Debenture Trustee so decide withany banker or company whose business includes undertaking the safecustody of documents or with any advocates or firm of solicitors providedhowever that the Debenture Trustee shall be responsible for any lossincurred in connection with any such deposit and the Debenture Trusteemay pay all sums required to be paid on account of or in respect of any suchdeposit;
39.1.5 The Debenture Trustee shall 110t be bound to take any steps to ascertainwhether any Event of Default has happened upon the happening of whichthe rights under the NCDs become enforceable;
39.1.6 Save as herein otherwise expressly provided the Debenture Trustee shall, asregards all trusts, powers, authorities and discretions hereby vested in them,have absolute and uncontrolled discretion as to the exercise thereof and tothe mode and time of exercise thereof and in the absence of fraud shall notbe responsible for any loss, costs, charges, expenses or inconvenience thatmay result from the exercise or non-exercise thereof and in particular theyshall not be bound to act at the request 01' direction of the DebentureHolders under any provisions of these presents unless sufficient moniesshall have been provided or provision to the satisfaction of the DebentureTrustee made for providing the same and the Debenture Trustee arcindemnified to their satisfaction against all further costs, charges, expenses
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and liability which may be incurred in complying with such request ordirection;
39.1.7 With a view to facilitating any dealing under any provision of these presentsthe Debenture Trustee shall have full power to consent (where such consentis required) to a specified transaction 01' class of'transacrions conditionally;
39.1.8 The Debenture Trustee shall not be responsible for the monies paid byapplicants for the NCDs;
39.1.9 The Debenture Trustee shall not be responsible for acting upon anyresolution purporting to have been passed at any meeting, of the DebentureHolders in respect whereof minutes have been made and signed eventhough it may subsequently be found that there was some defect in theconstitution of the meeting or the passing of the resolution or that for anyreason the resolution was not valid or binding upon the Debenture Holders;
39.1.10 Without prejudice to the rights to indemnity under Applicable Law given tothe Debenture Trustee, the Debenture Trustee and every attorney, agent orother person appointed by them hereunder sball, subject to the provisions ofthe Act, be entitled to be indemnified by the Company in respect of allliabilities and expenses incurred by them or him in the execution orpurported execution of the powers and trusts thereof 01' of any powers,authorities or discretion vested in them or him pursuant to these presents,excluding any liabilities and expenses consequent to any mistake, oversight,error of judgment, forgetfulness or want of prudence on the part of theDebenture Trustee or any such appointee and the Debenture Trustee mayretain and payout of any monies in their hands UPON THE TRUSTS ofthese presents the amount of any liabilities and expenses necessary to effectsuch indemnity and also remuneration of the Debenture Trustee as hereinprovided;
39. J.I J The Debenture Trustee shall have full power to determine all questions anddoubts arising in relation to any of the provisions hereof and every suchdetermination bona fide made (whether or not the same shall relate whollyor partially to the acts or proceedings of the Debenture Trustee) shall beconclusive and binding upon all persons interested hereunder;
39.1. J 2 The Debenture Trustee shall not be liable for anything whatsoever except inthe event of gross negligence or willful misconduct on the part of the
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Debenture Trustee or a breach of trust knowingly and intentionallycommitted by the Debenture Trustee or its agents on its behalf;
39.1.13 The Debenture Trustees, "ipso facto" do not have the obligations of aborrower or a Principal Debtor or a Guarantor as to the moniespaid/invested by investors for the Debentures.
39.1.14 The Debenture Trustee shall not be liable for any default, omission or delayin performing or exercising any of the powers or trusts herein expressed orcontained or any of them or ill enforcing the covenants herein contained orany of them or in giving notice to any person or persons of the executionhereof or in taking any other steps which may be necessary, expedient ordesirable for the purpose of perfecting or enforcing the security herebycreated or for any loss or injury which may be occasioned by reason thereofunless the Debenture Trustee shall have been previously requested by noticein writing to perform, exercise or do any of such steps as aforesaid by theMajority Debenture Holders or by a Special Resolution duly passed at ameeting of the Debenture Holders duly convened in accordance with theprovisions set out in the Sixth Schedule hereunder written and theDebenture Trustee shall not be bound to perform, exercise or do any suchacts, powers or things or to take any such steps unless and until sufficientmonies shall have been provided or provision to the satisfaction of theDebenture Trustee made for providing the same by or on behalf of theDebenture Holders or some of them in order to provide for any costs,charges and expenses which the Debenture Trustee may incur or may haveto pay in connection with the same and the Debenture Trustee areindemnified to their satisfaction against all further costs, charges, expensesand liabilities which may be incurred in complying with such request.
PROVIDED NEVERTHELESS that nothing contained in this clause shall exemptthe Debenture Trustee from or-indemnifying them against any liability for breach oftrust nor any liability which by virtue of any rule or law would otherwise attach tothem in respect of any negligence, default or breach of trust which they may beguilty of in relation to their duties hereunder.
40. PURCHASERS AND PERSONS DEALING WITH DEBENTURE TRUSTEENOT PUT ON ENQUIRY
No purchaser, I11OJ1gagor,mortgagee or other person dealing with the DebentureTrustee or any Receiver appointed by them or their attorneys or agents shall beconcerned to inquire whether the power exercised or purported to be exercised hasbecome exercisable or whether any money remains due on the security of these
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presents or as to the necessity or expediency of the stipulations and conditionssubject to which any sale shall have been made or otherwise as to the propriety orregularity of any sale, calling in, collection or conversion or to see to the applicationof any money paid 10 the Debenture Trustee or Receiver and in the absence of malafides on the part of such purchaser, mortgagor. mortgagee or other person suchdealing shall be deemed, so far as regards the safety and protection of such person,to be within the powers hereby conferred and be valid and effectual accordingly andthe remedy of the Company or its assigns in respect of any impropriety 01'
irregularity whatsoever in the exercise of such power shall be in damages only.
41. POWER OF THE DEBENTURE TRUSTEE TO DELEGATE
The Debenture Trustee hereof being a company may, in tile execution and exerciseof all or any of the trusts, powers, authorities and discretions vested in them bythese presents act by an officer or officers for the time being of the DebentureTrustee and the Debenture Trustee may also, whenever they think it expedient,delegate by Power of Attorney or otherwise to any such officer all or any of thetrusts, powers, authorities and discretions vested in them by these presents and anysuch delegation may be made upon such terms and conditions and subject to suchregulations (including power to sub-delegate) as the Debenture Trustee may thinkfit.
42. DEBENTURE TRUSTEE MAY CONTRACT WITH COMPANY
Neither the Debenture Trustee nor any agent of the Debenture Trustee shall beprecluded from making any contract or entering into any arrangement or transactionwith the Company or with itself in the ordinary course of business of the DebentureTrustee or from undertaking any banking, financial or agency services for theCompany or for itself or from underwriting or guaranteeing the subscription of orplacing or subscribing for or otherwise acquiring, holding or dealing with any of thestocks or shares or NCDs or debenture stocks or any other securities whatsoever ofthe Company or in which the Company may be interested either with or without acommission or other remuneration or otherwise at any time entering into anycontract of loan or deposit or any other contract or arrangement or transaction withthe Company or being concerned or interested in any such contract or arrangementor transaction which any other company or person not being the Debenture Trusteeof these presents would be entitled to enter into with the Company and they shallnot be in any way liable to account either to the Company or to the DebentureHolders for any profits made by them thereby or in connection therewith and thetrustees 01' any agent of the Debenture Trustee shall also be allowed to retain fortheir or his own benefit any customary share of brokerage, fee, commission,interest, discount or other compensation or remuneration allowed to them or him,
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CauravGal'g
ManuGarg Kumar
Jalswal
43. POWER OF DEBENTURE TRUSTEE TO EMPLOY AGENTS
The Debenture Trustee may. in carrying out the trust business employ and pay anyperson or concur in transacting any business and do or concur in doing all actsrequired to be done by the Debenture Trustee including the receipt and payment ofmoneys and shall be entitled to charge and be paid all usual professional and othercharges for business transacted and acts done by them in connection with the trustshereof and also their reasonable charges in addition to the expenses incurred bythem in connection with matters arising out of or in connection with these presents.
44. RETIREMENT, REMOVAL AND SUCCESSlON OF TRUSTEES
44. J Resignation
44. J. I The Debenture Trustee may at any time, without assigning any reason andwithout being responsible for any loss or costs occasioned thereby, resign asthe trustee, provided that they shall continue to act as Debenture Trusteeuntil a successor trustee ("Successor Trustee") is appointed by theCompany.
44. J.2 The Company shall, upon receipt of notice of resignation issued by theDebenture Trustee, take prompt steps to appoint another entity competent toact as trustee for the Debenture Holders in place of the Debenture Trustee.
44.2 Removal
The Debenture Holders may for sufficient cause but, after giving not Jess than 2(two) months' notice in writing, remove the Debenture Trustee by passing a SpecialResolution to that effect, and by the same resolution nominate an entity competentto act as their trustee and require the Company to appoint such entity as the-Successor Trustee. The Company shall within J 5 (fifteen) days of receipt of suchresolution passed by the Debenture Holders take all necessary steps to appoint theentity named in the resolution as the Successor Trustee and complete all necessaryformalities to give effect to such appointment.
44.3 Successor Trustee as the Trustee
Upon appointment of the Successor Trustee all references in this Agreement to theDebenture Trustee shall unless repugnant to the context mean and refer to theSuccessor Trustee and the Successor Trustee shall without any further act or deed
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succeed to all the powers, authorities and liabilities of the Debenture Trustee as if ithad been originally appointed as the trustee.
45. PREMATURE TERMINATION OF' AGREEMENT AND PAYMENT OFCOMPENSATION
The Company shall pay reasonable compensation with respect to the fees of theDebenture Trustee as determined by the Debenture Trustee on prematuretermination of this Agreement except in the events mentioned in Clause 44. Ihereinabove.
46. DEBENTURE TRUSTEES REMUNERATION
46. I The Company shall in each and every year during the continuance of thisAgreement pay to the Debenture Trustee so long as they hold the office of theDebenture Trustee of these presents, remuneration hereinafter mentioned for theirservices as trustees in addition to all legal, travelling and other costs, charges andexpenses which the Debenture Trustee or their officers, employees 01' agents mayincur in relation to execution of their responsibilities as per the applicable Laws.The remuneration shall continue to be payable until the Debenture Trustee hereofshall be finally discharged. The remuneration of the Debenture Trustee shall be asenumerated in letter No. 8885-AIITSL/OPR CLl7- I8/DEB/937 dated January 29,2018.
46.2 The Company shall pay to the Debenture Trustee all legal, travelling and othercosts, charges and expenses incurred by them, their officers, employees, agents inconnection with execution of these presents including costs, charges and expensesof and incidental to the approval and execution of these presents and will indemnifythem against all actions, proceedings, costs, charges, expenses, claims and demandswhatsoever which may be brought or made against or incurred by them in respect ofany matter or thing done or omitted to be done without their willful default inrespect of or in relation to these presents.
47. MODIFICATIONS TO THESE PRESENTS
47.1 In the event of the occurrence of an Event of Default and subject to Applicable Law,Parties shall have the right to either: (a) renegotiate with the Company the terms andconditions on which the NCDs have been issued; or (b) require the Company toredeem the NCDs and make payment of the applicable amounts to the DebentureHolders (along with any amounts of accrued interest) within a period of 30 (thirty)days from the date on which the Debenture Holders shall have notified the
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Company and the Debenture Trustee of such requirement on the part of theDebenture Holders.
47.2 In the event of the occurrence of an Event ofDefault and subject to Applicable Law,the Majority Debenture Holders as shall have passed a Special Resolution to thiseffect at a meeting of the Debenture Holders duly convened in accordance with theprovisions set out in the Sixth Schedule hereunder written, shall have the right toeither: (a) renegotiate with the Company the terms and conditions on which theNCDs have been issued; or (b) require the Company to redeem the NCDs and makepayment of the applicable amounts to the Debenture Holders (along with anyamounts of accrued interest) within a period of 30 (thirty) days from the date onwhich the Debenture Holders shall have notified the Company and the DebentureTrustee of such requirement on the part of the Debenture Holders.
48. AI)POINTMENT OF THE DEBENTURE TRUSTEE AS ATTORNEYS OFTHE COMPANY
The Company hereby irrevocably appoints the Debenture Trustee to be theAttorneys of the Company in the name and on behalf of the Company, as the casemaybe, to execute, sign and do any deeds, documents, assurances, acts and thingswhich shall in the opinion of the Debenture Trustee be necessary or expedient thatthe Company should execute sign and do for the purpose of carrying out any of thetrusts or obligations declared or imposed upon the Company by these presents orgiven to the Debenture Holders or to the Debenture Trustee on their behalf the fullbenefit of any of the provisions of these presents and generally to use the name ofthe Company in the exercise of all or any of the powers hereby conferred upon theDebenture Trustee or any person appointed by them. ALWAYS PROVIDED THATthe Debenture Trustee shall exercise the powers conferred hereunder in consonanceof terms and conditions stated hereinbefore.
49. TAXES·
49.1 Tax Deductions
49.1.1 The Company shall make all payments to be made by it under the FinanceDocuments without any tax deduction, unless a tax deduction is required bylaw.
49.1.2 The Company shall promptly upon becoming aware that it bas had or willhave to make a tax deduction (or that there has been or will be any changein the rate at which or the basis on which any tax deduction has to be made)notify the Debenture Trustee accordingly. Similarly, any of the Debenture
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ManuGaJ'g
GauravGarg Kumar
.laiswal
LalitRohit RajModi
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Holders shall notify the Debenture Trustee on becoming so aware in respectof a payment payable 10 that Debenture Holders. If the Debenture Trusteereceives such a notification from Debenture Holders it shall notify theCompany.
49_1.3 If the Company is req uired to make a tax deduction, the Company shallmake the tax deduction, and any payment required in connection with thetax deduction within the time allowed and in the minimum amount requiredby law and forthwith provide a certification for deduction of tax at source.
49. 1.4 Within 30 (thirty) days of making a tax deduction or a payment required inconnection with a tax deduction, the Company shall deliver to theDebenture Trustee for the Debenture Holders evidence reasonablysatisfactory to those Debenture Holders that the tax deduction or paymenthas been made.
49.2 Tax Indemnity
49.2.1 Without prejudice to clause 49.1, if the Company is required to make anypayment of or on account of Tax and where the Company fails to make anysuch payment on or in relation to any slim received or receivable by theDebenture Trustee under the Finance Documents (including any sumdeemed for purposes of Tax to be received 01' receivable by the DebentureTrustee whether or not actually received or receivable) or if any liability inrespect of any such payment is asserted, imposed, levied or assessed againstthe Debenture Trustee, the Company shall, within 10 (ten) Business Days ofdemand of the Debenture Trustee, promptly indemnify the DebentureTrustee which suffers a loss or liability as a result against such payment orliability, together with any interest, penalties, costs and expenses payable orincurred in connection therewith.
49.2.2 The Debenture Trustee intending to make a claim under Clause 49.2.1above shall notify the Company of the event giving rise to the claim.
49.3 Interest Tax
If there is any Interest Tax levied by the Government of India or any otherAuthority under the Interest Tax Act 1974 or under any other Law, the Companyshall reimburse to the Debenture Holders any such Tax imposed or levied by theGovernment of India 01' any other Authority on Interest and I or other paymentsrequired to be paid by the Company to the Debenture Holders in connection withthe subscription of the NCDs.
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49.4 Stump Duty, Taxes
The Company shall within 10 (ten) Business Days of demand, indemnify each ofthe Debenture Holders and the Debenture Trustee against any cost, loss or liabilitywhich that Debenture Holders and the Debenture Trustee incur in relation to anystamp duty, registration tax, indirect tax or other similar tax which is payable inrespect of any of the Finance Documents. In case of failure to make such payment,the Company shall reimburse to the Debenture Trustee, such money from the daleof such demand til I the actual reimbursement of such amounts to the DebentureHolders and the Debenture Trustee.
50. INDEMNITY
The Company andl or Obligors shall, within 3 (three) Business Days of demand,indemnify the Debenture Trustee against any cost, loss or liability incurred by theDebenture Trustee as a result of:
50.1.1 the occurrence of any Event of Default or investigation of any event whichit reasonably believes to be a default;
50.1.2 any information provided by the Company and/or the Obligors to theDebenture Trustee in connection with the Finance Documents or thetransactions referred to in them however excluding information thatObligors have obtained from publicly available Sources or is in relation to aperson who is not a member of the Company's group being or being allegedto be misleading and/or deceptive in any respect;
50.1.3 any enquiry, investigation, subpoena (or similar order) or litigation withrespect to the Company, the Obligors or with respect to the transactionscontemplated or financed under this Agreement;
50.1.4 a failure by the Company and/or any of the Obligors to pay any amount dueunder a Finance Document 011 its due date funding;
50.1.5 any provision of any Finance Document for any reason being ineffective toimpose on the Company the obligations contemplated by such provision tobe imposed on the Company; or
50.1.6 any breach by the Company or the Obligors of Applicable Laws.
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50.1.7 The Company shall indemnify the Debenture Trustee against any and allLosses together with any Indirect Tax thereon, which the Debenture Trusteesustains 01' incurs as a direct consequence of any fax or emailcommunication purporting to originate from the Company to the DebentureTrustee, being made or delivered fraudulently or without properauthorisation, unless such Losses are the direct result of the grossnegligence or willful misconduct of tile Debenture Trustee.
For the purpose of this Clause, "Losses" means any and all costs, expenses,payments, charges, losses, demands, liabilities, claims, actions,proceedings, penalties, fines, damages, judgments, orders or othersanctions.
50.1.8 acting Or relying on any notice. request or instruction which it reasonablybelieves to be genuine, correct and appropriately authorised; or
SO. J.9 any action taken by the Debenture Trustee or any of its representatives,agents or contractors in connection with any powers conferred by anySecurity Document to remedy any breach of the Company's obligationsunder the Finance Documents;
50.1.10 the taking, holding, protection or enforcement of the Security;
50. J .11 any loss incurred by the Company or the Debenture Holders due to defaultunder the Development Agreement.
50.1.12 any matter or thing done or omitted in any way in accordance with theterms of the Finance Documents relating to the Secured Properties or theprovisions of any of the Security Documents;
50.1.13 any matter in relation to the litigation, valuation and/or under any of theorders passed in terms of the Urban Land (Ceiling and Regulation) Act,1976 in respect of the Project Property;
50.1.14 the exercise or purported exercise of any of the rights. powers, authorities,discretions and remedies vested in the Debenture Trustee and each Receiverby the Finance Documents or by law; and
50.1. J 5 any breach by the Company or the Obligors of the Finance Documents.
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51. NOTICES
51.1 Any notices, approvals, instructions and other communications for the purposes ofthis Agreement sent by the Debenture Trustee to the Company shall also be copied10 the Debenture Holders. Unless otherwise stated, all notices, approvals,instructions and other' communications for the purposes of this Agreement may begiven by email or by personal delivery or by sending the same by prepaid registeredmail addressed to the Party concerned at its address mentioned below and/or anyother address subsequently notified to the other Party for the purposes of this Clause51.
Company:
Address
AttentionTelephone No.Fax No,Email
Promoter-I
Address
AttentionTelephone No.Fax No.Emai!
Promoter-II
Address
AttentionTelephone No.Fax No.Email
: Ashiana Landcraft Realty Pvt. Ltd.,3H, Plaza M6, District Centre,Jasola, New Delhi- 110025
: Mr. Rohit Raj Modi! Mr. Manu Garg: OJ 140564056: OJ I 40564040: [email protected].
: 3H, Plaza M6, District Centre,Jasola, New Delhi- 110025
: Mr. Rohit Raj Modi: OJ 1 40564056: OIl 40564040: [email protected]
: Parmesh Corporate Towers. 309, 3rd Floor,Plot No. J 3, Karkardooma Community Centre,Delhi - 110092
: Mr. Manu Garg: 0]204185000: 01204185005: manugal'grmlandcrafi.in
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LalitManu GauravGarg Gal'g Kumar
.Jaiswal
CERTiFIED TRUE COpy
Promoter-Ill
Address : 88-16, Greater Kailash Enclave -II,New Delhi, 110048, Delhi, India: Mr. Rohit Raj Modi: 0]] 40564056; 0] 140564040: rohitl(I!Hshianai1omes.com
AttentionTelephone No.Fax No.Emai!
Promoter-Iv
Address : III F-33/7, Nehru Nagar, Ghaziabad,20100 I, Uttar Pradesh, India
: Mr. Manu Garg:01204185000: 01204185005: rnanugarg([vlandcraft.in
AttentionTelephone No.Fax No.Email
Personal Guarantor 3
AddressAttentionTelephone No.Email
: KD-14B Kavi Nagar, Ghaziabad, Uttar Pradesh; Mr. Gaurav Garg: 9873200555: [email protected]
Personal Guarantor 4
AddressAttentionTelephone No.Email
; KA-72, Kavi Nagar, Ghaziabad, Uttar Pradesh: Mr. Lalit Kumar Jaiswal: 9999114642: [email protected]
Debenture TrusteeAddress : Asian Building, Ground Floor,
17, R. Kamani Marg,Ballard Estate,Mumbai - 400 00 1, India: Ms. Anjalee Athalye: 022 40807000: [email protected]
AttentionTel NoEmail
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ManuGaq.:
GauravGal'g Kumar
Jaiswal
CERTiFrED TRUE COPY
51.2 Where a document is sent by post, service thereof shall be deemed to be effected byproperly addressing and prepaying and posting a letter containing the documents,provided that if intimation has been given in advance that the documents should besent under a certificate of posting or by registered post with or withoutacknowledgement due and a slim sufficient to defray the expenses has beendeposited, service of the document shall not be deemed to be effected unless it issent in the manner so intimated by the Debenture Holders.
52. CONFIDENTIALITY
52.1 All Parties shall be obliged to preserve the confidentiality of all informationconnected with the terms and negotiations relating to this investment, except where:
52.1.1 disclosure is approved by the Parties;
52.1.2 the information comes into or is already in the public domain through nofault of the relevant party:
52.1.3 the information is al ready available to or in the possession of the relevantparty prior to it being disclosed to such party in connection with thisinvestment;
52.1.4 the information is acquired by the relevant party from a third party notunder an obligation of confidentiality in respect thereof;
52.1.5 disclosure is required by an ApplicabJe Law or Governmental Authority orthe regulations of any recognized Stock Exchange; and
52.1.6 disclosure is reasonably necessary to the relevant party's professionaladvisors (lawyers, accountants etc.) who shall have given undertakings ofstrict confidentiality. For the avoidance of doubt, disclosure of suchinformation by the Debenture Holders to any of its affiliates, financiers orpotential investors shall be permitted.
52.2 No announcements in relation to the contents of this Agreement or the transactionscontemplated herein or the existence of negotiations between the Parties may bemade by either Party without prior written consent of the other, except as may berequired by relevant laws and regulations.
52.3 The Debenture Trustee shall procure that the register of holders provided by theRegistrar and Transfer Agent based upon the information provided by theDepositories is up to dale and shall also procure that the Registrar and Transfer
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Agent informs the Debenture Trustee of any change in the details of the DebentureHolders in writing. The Debenture Trustee shall promptly notify the Company ofsuch change in the details of the Debenture Holders in writing.
53. DISPUTES AND GOVERNING LAW
The NCDs and this Agreement are governed by and shall be construed inaccordance with the Applicable Laws of India. Any dispute arising thereof will besubject to the exclusive jurisdiction of the courts at Delhi, India.
54. SPECIFIC PERFORMANCE
The Company agrees that the Debenture Holders and the Debenture Trustee shall beentitled to an injunction, restraining order, right for recovery, suit for specificperformance or such other equitable relief as a cOUl1of competent jurisdiction maydeem necessary or appropriate to restrain the Company or any other party fromcommitting any violation or enforce the performance of the covenants,representations, warranties and obligations contained in this Agreement. Theseinjunctive remedies are cumulative and are in addition to any other rights andremedies the Debenture Holders and the Debenture Trustee may have at law or inequity, including without limitation a right for damages.
55. GENERAL PROVISIONS
55.1 Amendment of Rights
Any provision of this Agreement may be amended and the observance thereof maybe waived (either generally or in a particular instance and either retroactively Of'
prospectively), only with the written consent of all the Parties. Any amendment orwaiver affected in accordance with this Clause shall be binding upon all the Partiesand their respective successors and permitted assigns.
55.2 Rights Cumulative and Independent
The rights, powers, privileges and remedies provided in this Agreement arecumularive and are not exclusive of any rights, powers, privileges or remediesprovided by Law or otherwise. The powers which this Agreement confers on theDebenture Trustee and any Receiver appointed hereunder are cumulative, withoutprejudice to their respective powers under Applicable Law and any FinanceDocument, and may be exercised as often as the Debenture Trustee or theReceiver thinks appropriate ill accordance with this Agreement. The DebentureTrustee or the Receiver may, in connection with the exercise of their powers, join
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10001'155
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or concur with any Person in any transaction, scheme or arrangement whatsoever;and the Company acknowledges that the respective powers of the DebentureTrustee and the Receiver shall ill no ci rcumstances whatsoever be suspended,waived or otherwise prejudiced by anything other than an express waiver orvariation in writing by the Debenture Trustee or Receiver as relevant.
55.2.1 No failure to exercise nor any delay in exercising any right, power,privilege or remedy under this Agreement shall in any way impair or affectthe exercise thereof or operate as a waiver thereof in whole or in part,
55.2.2 No single or partial exercise of any right, power, privilege or remedy underthis Agreement shall prevent any further or other exercise thereof or theexercise of any other right, power, privilege or remedy.
55.3 Third Parties
Nothing in this Agreement, unless expressly provided for herein, is intended toconfer upon any Person, other than the Parties hereto and their permitted successorsand assigns, any rights or remedies under or by reason of this Agreement.
55.4 Assignment
This Agreement is binding upon and will inure to the Parties. The Parties recognizethat damages in alternative to or in lieu of specific performance will not be anadequate remedy and the Parties shall be entitled to specific performance of thisAgreement. The Company shall not assign or transfer any of its rights or obligationsunder any Finance Document, except with the prior written consent of theDebenture Holders. The Debenture Holders may assign, charge or transfer any or allof their rights or obligations under or with respect to the NCDs and under theFinance Documents to any person, without the prior consent of the Obligors or anyother person.
The NCDs are freely transferable and accordingly, there shall be no restrictionimposed on the Debenture Holders ill relation to sale or transfer of the NCDs to anyperson ("New Debenture Holder"). A New Debenture Holder shall upon itsacquisition of any NCDs, be (automatically and without any further action or deed),entitled to all the same rights and assume the same obligations, under thisAgreement, as if it were originally a party to this Agreement and the Obligorshereby irrevocably agree to such assignment. Subject to, the condition that noprejudice shall cause to the legal right of the Obligors.
55.5 Successors and Assigns
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Trustee
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The provisions of this Agreement shall inure 10 the benefit of, and shall be bindingupon, the successors and permitted assigns of the Parries hereto.
55.6 Survival
The provisions that by their nature survive and the representations and warrantiesand indemnities contained herein, shall survive any termination of this Agreement.
55.7 Authority to bind
No party shall have the right or authority to bind the Debenture Trustee to act asagent of the Obligors. The Parties do not intend to create a partnership by enteringinto this Agreement.
55,8 Counterparts
This Agreement may be executed in any number of counterparts and allcounterparts together shall constitute one and the same instrument and each of themshall be an independent agreement.
In light of the fact that there are certain obligations of the parties concerning andrelating to this Issue in terms of this Agreement and the NCDs, the proposedDebenture Holders may acknowledge this document as a consenting witness, toconfirm its rights hereunder.
55.9 Costs and Expenses
All costs and expenses arising out of the issuance of the NCDs (including but notlimited to any amounts payable under Applicable Law as stamp duty or differentialstamp duty or registration fees or any other duties, Taxes, fees, penalties or othercharges payable on the issuance of the NCDs or on any Finance Documents as allcosts and expenses arising out of the negotiation, preparation and execution of thisAgreement or any other agreement, document or other writings executed pursuantto the provisions of this Agreement shall be solely borne by the Company and theCompany shall reimburse to the Debenture Trustee and/or Debenture Holders (upona demand being made in this regard) any amounts expended by the DebentureTrustee arid/or Debenture Holders in this behalf.
It is agreed by the Parties that if the Company fails to satisfy any of the ConditionsPrecedent within the time prescribed herein then (i) this Agreement shall be deemedto be terminated and (ii) the Company shall defray and indemnity the Debenture
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Trustee and/or the Debenture Holders of all costs, expenses, liabilities etc. that theDebenture Trustee and the Debenture Holders may incur in connection with theFinance Documents.
55.10 Inspection of Books
The Debenture Trustee or their authorized representatives shall be entitled to carryout inspections of the Company's or offices, records, registers and accounts on aquarterly basis and/or upon giving a reasonable notice in writing to the Company asthe case may be, to the extent such inspection is necessary for exercising any of thepowers or discharging any of its duties of the Debenture Trustee hereunder. Anyrepresentative of the Debenture Trustee shall have free access at all reasonabletimes to the Company and Company's premises. records, registers and accounts andshall receive full co-operation and assistance in this relation. The cost of inspection,including travelling and other related expenses shall be borne and paid by theCompany.
55.11 Severability
Every provision contained in this Agreement shall be severable and distinct fromevery other such provision and if at any time anyone or more or such provisions isor becomes invalid, illegal or enforceable in any respect, the validity, legality andenforceability of the remaining provisions hereof shall not be in any way affected orimpaired thereby.
55.12 BcstEfforts
Subject to the terms and conditions of this Agreement, each Party shall use its bestefforts to take, 01' cause to be taken, all actions and to do, or cause to be done, allthings necessary or desirable under applicable Law to consummate the transactionscontemplated herein. Each Party agrees to execute and deliver such otherdocuments, certificates, agreements and other writings and to take such other lawfulactions as may be necessary or desirable in order to consummate or implementexpeditiously such transactions.
55.13 Waiver, Rights and Remedies
55.13.1 No failure or delay by any Party in exercising any right, power orremedy under this Agreement shall operate as a waiver thereof. Nosingle or partial exercise of any right, power or remedy under thisAgreement by any Party shall preclude any further exercise thereof orthe exercise of any other right, power or remedy by that Party. Without
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limiting the foregoing, no waiver by any Party of any breach by anyother Party of any provision hereof shall be deemed 10 be a waiver ofany subsequent breach of that 01' any other provision hereof.
55.13.2 A waiver or consent granted by the Debenture Trustee under thisAgreement will be effective only if given in writing and then only inthe instance and for the purpose for which it is given.
This Agreement is entered into in compliance with the provisions of Regulation 13of SEBJ (Debenture Trustees) Regulations, 1993, SEBI (Issue and Listing of DebtSecurities) Regulations 2008, SEBl (Listing Obligations and DisclosureRequirements) Regulations, 2015, the Companies Act, 1956, the Companies Act,2013 and other applicable provisions and shall be effective on and from the datefirst hereinabove written and shall be in force till the monies in respect of theDebentures have been fully paid-off and the requisite formalities for satisfaction ofcharge in all respects, have been complied with.
56. EFFECTIVENESS OF THE AGREEMENT
This Agreement shall be effective on and from the date first hereinabove writtenand shall be in force till all monies payable by the Company under this Agreement(including but not limited to the monies in respect of the NCDs) have been fullypaid-off.
57. DEBENTURE TRUSTEE APPOINTMENT AGREEMENT TO PREVAIL
In the event of any repugnancy or inconsistency between these presents or anyFinance Document or undertaking that the Company may enter into with or executein favour of the Debenture Trustee, this Agreement will prevail for all purposes andto all intents.
IN WITNESS WHEREOF the Parties hereto have hereunto set and subscribed theirrespective hands and seals the day and year first hereinabove written.
1040[155
Rollil RajModi
ManuGllrg
GauravG:U'g
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LalitKumarJaiswal
THE FIRST SCHEDULE HEREINABOVE REFERRED TO
(Definitions)J . J . Deflnirlon
In these presents unless there is anything ill the subject or context inconsistenttherewith, the expressions listed below shall have the following meanings;
1.L 1. "Act" shall mean the Companies Act, 2013 (to the extent notified), and theCompanies Act, 1956 (to the extent not repealed and not replaced by theCompanies Act, 2013), or any statutory modifications or re-enactment thereoffor the time being in force.
1.1.2. "Affiliate" ill relation to a person means any body corporate, partnership,association, foundation or other legal entity, which through ownership ofvoting stock or otherwise, directly or indirectly, is controlled by, undercommon control with, or in control of such person, provided however that incase the specified person is a natural person, Affiliate will include the relativeof such person, For tile purpose of this term, "control" means the ability,directly or indirectly, to direct the policies or affairs and/or control thecomposition of the majority of the board of directors of the Company.
I.I.J. "Allotment Date" shall be deemed to mean the date on which thesubscription monies arc paid by the Debenture Ilolders to the Company andthe NCDs are issued and allotted to the Debenture Holders upon thesutisfaction of [he Conditions Precedent.
1.1.4. "Applicable Law or "Law" shall mean any statute, enactment 01' act of anylegislative body in India, law, judgment, ordinance, order, decree, clearance,bye-laws, regulation, rule of law, notification, guideline, policy, direction,directive and order of any Government or determination by; or anyinterpretation or administration of any of the foregoing by, any statutory orregulatory authority, whether in effect as of the date of any FinanceDocuments or thereafter and in each case any modifications or re-enactmentsthereof.
l.1.5. "Business Day" shall mean any day of the week on which banks are open forbusiness in Mumbai and New Delhi (excluding Sundays and public holidays)and "Business Days" shall be construed accordingly.
1.1.6. "Business Plan" shall mean the business plan or operating plan in relation to;,}he Gurugram Project, which identifies and sets out, inter alia, set out costs
,- -r+- l"of the Gurugrall1 Project under various categories like constructiol~,.-sP~~;;"
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approval costs, soft costs, infrastructure cost, the time scales for constructionand development of the Gurugram Project, including all planned projectcompletion, borrowings, amount as approved by the Debenture Holders andannexed hereto as Annexure "A"
1.1.7. "Conditions Precedent" shall mean the conditions as specified in theFourth Sched ule hereunder and required to be fulfilled prior payment andissuance of the NCDs.
1.1.8. "Control" with respect to ally Person, shall mean: (a) the possession, directlyor indirectly, of the power to direct or cause the direction of the managementand policies of such Person whether through the ownership of votingsecurities, by agreement or otherwise along with the power 10 elect andremove all of the Directors, partners or other individuals exercising similarauthority with respect to such Person, without the requirement of consent orconcurrence of any third party and; (b) the possession, directly or indirectly,of a voting interest of 51% (fifty percent).
I. 1.9. "Change of Control" shall mean any change in control of the Company orthe corporate Obligors as a result of the Promoters of the Company and theObligors ceasing to control the Company or the equity shareholding (whetherdirectly or indirectly) of the Promoters of the Company falling below 82%(Eighty Two Per Cent) of the voting equity share capital of the Companyand/Sl% (Fifty One percent) of the Obligor. For the purpose of this term,"control" means the ability, directly or indirectly, to direct the policies oraffairs and/or control the composition of the majority of the board of directorsof the Company
1.1.1 O. "Chartered Accountant" shall mean any individual or firm of charteredaccountants appointed by the Companies.
1.1.11. "Cheques" shall mean the undated/post dated cheques to be delivered by theCompany to the Debenture Trustee towards repayment / redemption of theNCDs.
I. 1.12. "Clearances" shall mean and include any consent, license, approval,registration, permit or other authorisation of any nature whether granted by aGovernment Authority or otherwise.
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1.1.13. "COI'PQnlH: Guurantees" shall mean the deeds ~)fcorporate guarantee to b(l
executed by each Ashiana and l,andcrafi in favor of the Debenture Trustee.
I. Ll4. "Debcutures" 01' "NCDs" ~hallhave the meaning assigned to them ill Recital4 of (hi::;Ag.reement.
1.1.15. "NCD Subscription Amounts" shall collectively mean the entire amounts ofNCDs aggregating upto Rs. 81 ,OO,OO,OOQ/-(Rupees Eighty One Crorcs)
l.l.l6. "Debenture HoLder(s)" or "Holder(s) of Debentures" shall mean initiallythe holders of Debentures and/or its nominees and shall also mean andinclude any persons whose name is listed in the List of Beneficial Owner(s)as prepared, held and given the Central Depositories Services (tndia)Limited ("CDSL") and/or National Securities Depository Limited ("NSl)L")who shall act as the Depository, and in the register of the debenture holdersas prcscrihed under the Act and the term 'Debenture Holder' shall include theregistered transferees of the Debentures from time to time.
l , U7. "Depository" shal] mean the Depository with whom the Company has madearrangements for dermHerialil.ing the NCDs namely r-.;SDL and/or CDSL.
1.1.18. "Din'ctor(s)" shall mean a dircctor(s) on the Board of the Company.
1.1.19. "Development Agreement" means the development agreement dated 191h
September, 20 J3couplcd with the irrevocable powerts) of attorney enteredbetween the Company, Vatika Limited, Gabino Developers Private Limited,Mandisa Developtrs Private Limited. 1\1r. Ranbir Singh, Mr. Sanjay Singh,Mr. Ajay Singh. Malvina Developers Private Limited. Blair DevelopersPrivate Limited, Dale Developers Private Limited, Aster Developers andPromoters Private Limited, Ms. Komal Adhlakha and Brock DevelopersPrivate Limited whereby the development rights to the said Property has beentransferred to the Company
I.! .20. "Development Agn:cment Documents" shall collectively mean thefollowing doeurncnts:
a. DeVelopment Agreement and the power of attorneys entered between theCompany, Vatika Limited, Gabino Developers Private Limited, MandisaDevelopers Private Limited, Mr. Ranbir Singh, Mr. Sanjay Singh, MI'.Ajay Singh. Malvina Developers Private Limited, Blair DevelopersPrivate Limited, Dale Developers Private Limited, Aster Developers andPromoters Private Limited, M>. Kornal Adhlakha and Brock Developers
Limited whereby the development rights to the said Property hastransferred to the Company; and
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b. Deed of conveyance dated September 19, 2013 executed by and betweenGabino Developers Pvt. Ltd. (11m\, known as Salton Developers PrivateLimited}, Mandisa Developers Pvt. Ltd. (11011' known as TimorDevelopers Private Limited), Mr. Ranbir Singh, Mr. Ajay Singh, Mr.Sanjay Singh and Vatika SPY.
1.1.21. "DGTCP" shall mean the Director General. Town and Country Planning.Haryana.
1.1.22. "Disclosure Letter" shall mean the letter provided by the Company to theDebenture Trustee annexed hereto as Annexure "B" hereto.
1.1.23. Encum brance" shall mean an)' Security Interest, equitable interest,assignment by way of security, right of other Persons, claim, security interest,encumbrance, title defect, trust arrangement, voting trust agreement, interest,option, lien, charge, commitment, restriction or limitation of any naturewhatsoever, including restriction on use, voting rights, transfer, receipt ofincome or exercise of any other attribute of ownership, right of set-off, anyarrangement (for the purpose of. or which has the effect of, grantingsecurity), or any other security interest of any kind whatsoever, or anyagreement, whether conditional or otherwise, to create any of the same.
1.1.24. "Erstwhile Redemption Premium" means an amount resulting in 20%(twenty percent) assured IRR upto March 31, 2016 and 18% (eighteenpercent) assured IRR with effect from April 01, 2016 to the holders ofExisting NCDs and Existing OCDs (gross of withholding taxes and otherapplicable distribution taxes) on Existing NCDs and Existing OCDs, afteradjusting the Coupon (as defined in the Existing Debenture Documents) andother amounts paid by the Company to the holders of Existing NCDs andExisting GeDs from time to time in terms of this Agreement.
1.1.25. "Escrow Bank" shall mean the bank(s) to be appointed as the Escrow Bankin terms of the Escrow Agreement.
1.1.26. "Escrow Account" shall mean the escrow account opened in the name ofCompany with the Escrow Bank for deposit of Receivables in terms of thePNB Escrow Agreement, for the Project.
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1.1.27. "Escrow Agreement" shall mean tile reinstated escrow agreement to beentered into between the Company, the Existing Debenture Trustee,Debenture Trustee and the relevant Escrow Bank providing for the manner ofoperation of tile Escrow Account.
1.1.28. "Existing Debentures" shall mean Existing NCDs and/or Existing OCDs.
1.1.29. "Existing Debenture Documents" shall mean (a) Debenture TrusteeAppointment Agreement cum Trust Deed dated September 3, 2013 executedby and between the Company, the Promoters and the Existing DebentureTrustee for issuance of Existing NCDs to the Existing Debenture Trustee, asamended upto the present date (hereinafter referred to as "DebentureTrustee Appointment Agreement 1"); (b) Debenture Trustee AppointmentAgreement cum Trust Deed dared September 3, 2013 executed by andbetween the Company, the Promoters and the Existing Debenture Trustee forissuance of Existing OCDs to the Existing Debenture Trustee, as amendedupto the present date (hereinafter referred to as "Debenture TrusteeAppointment Agreement 2"); and shall mean and include all suchdocuments as executed pursuant to the Debenture Trustee AppointmentAgreement 1and Debenture Trustee Appointment Agreement 2 for creationand perfection of the Existing Debenture Securities;
1.1.30. "Existing Debenture Holders" shall mean holders of all of or any of:
(i) 6,44,327 (Six Lakhs Forty Four Thousand Three HundredTwenty Seven) secured redeemable non-convertibledebentures of the face value of Rs. 1,000/- (Rupees OneThousand Only) each; and/or
(ii) 10,55,556 (Ten Lakhs Fifty Five Thousand Five HundredFifty Six) secured redeemable non-convertible debentures ofthe face value of Rs. 1,000/- (Rupees One Thousand Only)each,
(hereinafter collectively referred to as "Existing NCDs")
collectively aggregating to an amount of Rs. 169,98,83,000/- (RupeesOne Hundred and Sixty Nine Crores Ninety Eight Lakhs EightyThree Thousand Only) on a private placement basis on the terms andconditions respective Existing Debenture Documents; and
(iii) 55,556 (Fifty Five Thousand Five Hundred and Fifty Six)secured optionally fully convertible debentures having Jas~
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value of Rs, 1,000/- (Rupees One Thousand Only) each;and/or
(iv) 44,444 (Forty Foul' Thousand Four Hundred and Forty Four)secured optionally fully convertible debentures having theface value of Rs. J ,000/- (Rupees One Thousand Only) each,
(hereinafter collectively referred to as "Existing OeDs")
collectively aggregating to an Amount of Rs, 10,00,00,0001. (RupeesTen Crores Only) on a private placement basis on the terms andconditions contained in the respective Existing DebentureDocuments.
1.1.31. "Existing Debenture Securities" shall mean the following securities createdto secure the repayment of the Existing Debentures pursuant to the DebentureTrustee Appointment Agreement I and Debenture Trustee AppointmentAgreement 2 in favour of the Existing Debenture Trustee in a pari passumanner along with the Debenture Trustee;
(i) Second charge by way of equitable mortgage, over the ProjectProperty and the Gurugram Project, subject to the first charge of theExisting Lender over the same;
(ii) Second charge over Escrow Account in respect to the ProjectReceivables from the Gurugrarn Project, subject to the first charge ofthe Existing Lender over the same;
(iii) Second ranking Pledge over (i) 53,300 Class A Equity Shares held byAshiana and Landcraft in the Company representing 82% of Class AEquity Shares issued by the Company; (ii) J ,09,35,000 Class BEquity Shares held by Ashiana and Landcraft in the Companyrepresenting 100% of Class B Shares issued by the Company, subjectto first charge of the Existing Lender;
(iv) Second ranking Pledge of 100% (one hundred percent) of the paid upequity share capital of the Vatika Spy in favour of the DebentureTrustee subject to first charge of the Existing Lender;
(v) An unconditional and irrevocable Corporate Guarantee from theAshiana;
An unconditional and irrevocable Corporate Guarantee from the.Landcraft;
Rolli!Modi
Landcraft ' .DebentureTrustee
GllUI'II\'
CargLalit
KumarJaiswal
ManuGl1rg
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(vii) An unconditional and irrevocable Personal Guarantee from thePromoter-Ill;
(viii) An unconditional and irrevocable Personal Guarantee from thePromoter-Iv;
(ix) An unconditional and irrevocable Personal Guarantee from Mr.Gaurv Garg;
(x) An unconditional and irrevocable Personal Guarantee from LalitKumar Jaiswal;
(xi) Second charge by way of hypothecation on the moveable assets inrelation to the Gurugram Project subject to first charge of theExisting Lender;
(xii) Post dated Cheques in respect of the entire value of the NCDstogether with Interest thereon; and;
(xiii) Such other security as maybe required in terms of this Agreement.
Capitalised terms used in this Clause 1.1.29 but not defined shall have themeaning assigned to them in the Existing Debenture Documents.
1.1.32. "Existing Debenture Trustee" shall mean the trustee appointed as adebenture trustee pursuant to the Debenture Trustee Appointment Agreement1 and Debenture Trustee Appointment Agreement 2 and acting as a debenturetrustee on behalf of Existing Debenture Holders.
J. 1.33. "Existing Lender" shall mean PNB Housing Finance Limited a CompanyIncorporated under Companies Act, 1956 with Corporate IdentificationNumber U65922DL J 988PLC0338S6 and having its Registered Office at 9thFloor, Antriksh Bhawan, 22 Kasturba Gandhi Marg, New Delhi - 11000 I
l.1.34. "Financial Covenants and Conditions" shall mean covenants andconditions on the pari of the Company to be observed and performed as setout in the Part II of the Third Schedule hereunder written and as the samemay, from time to time, be modified in accordance with these presents.
1.1.35. "Financial Indebtedness" shall mean any indebtedness of the Company foror in. respect of:
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Lalit
moneys borrowed;
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JaiswnlTrustee
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(b) any amount raised by acceptance under any acceptance creditfacility;
(c) any amount raised pursuant to any note purchase facility or tile issueof bonds, notes, NCDs, loan stock or any similar instrument;
(d) the amount of any liability in respect of any lease or hire purchasecontract which would, in accordance with GAAP, be treated as afinance or capital lease
(e) receivables sold or discounted (other than any receivables to theextent they are sold on a non-recourse basis);
(0 any amount raised under any other transaction (including anyforward sale or purchase agreement) having the commercial effect ofa borrowing;
(g) any derivative transaction entered into in connection with protectionagainst or benefit from fluctuation in any rate or price (and, whencalculating the value of any derivative transaction, only the markedto market value shall be taken into account);
(h) any counter-indemnity obligation in respect of the guarantee,indemnity, bond, standby or documentary letter of credit or any otherinstrument issued by a bank or financial institution;
(i) any obligation LInder any put option in respect of any shares or anyform of guarantee or indemnity in respect of any put option; and
(j) any shares which are expressed to be redeemable; and
(k ) the amount of any liability in respect of any guarantee or indemnityfor any of the items referred to in paragraphs (a) to (j) above.
1. J .36. "Final Redemption Amount" shall mean the NCD SUbscription Amountalongwith Coupon and Redemption Premium and any other amounts payableto the Debenture Holders on the Final Redemption Date in accordance withthe terms stipulated herein and under any other Finance Documents;
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1.1.37. "Finance Documents" shall include Ibis Agreement, the Security Documentsand any and all documents / understandings / agreements in relation to theNCDs designated by the Debenture Trustee or the Debenture Holders as aFinance Document.
1.1.38. "Financial Year" shall mean the financial year of the Company beginningApril 0) of each calendar year and ending on March 31 of the immediatelysucceeding calendar year.
1.1.39. "Final Redemption Date" shall mean the expiry of 36 (thirty six) monthsfrom the Allotment Date.
However, in the even! the said period is extended by 1 (one) year, at theDiscretion of the Company. then the Final Redemption Date shall be 4 (four)years from the Allotment Date.
However, further, ill the event the said period is extended by I (one) year, atthe Discretion of the Company, then the Final Redemption Date shall be 5(five) years from the Allotment Date;
1.1.40. "Force Majeure" shall mean an event or circumstance or combination ofevents or circumstances thai adversely affects, prevents or delays any Party inthe performance of its obligations in accordance with the terms of thisAgreement, the Finance Documents or any other document pursuant to thistransaction but only if and to the extent that such events and circumstances inthe opinion of the Debenture Trustee are not within the affected Party'sreasonable control, directly or indirectly, and cannot be remedied by theaffected Party's exercise of due diligence. Such events and circumstancesshall mean and include strikes, lock-out, fires, storm, flood, lightening,earthquake, cyclone or other natural disaster, revolutions, war, terrorism, civildisturbances, acts of enemies, change in law or other important restrictionsadversely affecting the performance of either Party under this Agreement.
1.1.41. "Government/Governmental Authority" shall include the President ofIndia, the Government of India, the Governor and the Government of anyState in India, any Ministry or Department of the same, any municipal orlocal government, any authority or private body exercising powers conferredby Applicable Law and any court, tribunal or other judicial or quasi-judicialbody, and shall include. without limitation, a stock exchange and anyregulatory body.
I. 1':'42. "Guarantees" shall mean collectively the Personal Guarantee and theCorporate Guarantees to be issued in in favour of the Debenture Trustee.
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1.1.43. "Guarantors" shall mean jointly and severally Personal Guarantor J,Personal Guarantor 2, Personal Guarantor 3, Personal Guarantor 4, Ashianaand Landcraft.
J .1.44. "Gurugram Project" or "Project" or "said Project" shall the project beingdeveloped by the Company on the Project Property
1.1.45. "Haryana RERA" shall mean the authority constituted pursuant to theRERA.
1.1.46, "Hypothecation" shall mean the deed of hypothecation creating a chargeover the Project Receivables to be executed in favor of the DebentureTrustee.
I. I .47. "Independent Vallier" shall mean any of the following real estateconsultantsto be appointed by the Debenture Holders and the Companyjointly:
(a) Jones Lang Lasalle;
(b) Knight Frank (India);
(c) Cushman Wakefield; and
(d) Any other real estate consultan! as may be mutually agrted
1.1.48. "Indian GAAP" shall mean the generally accepted accounting principles inIndia.
1.1.49. "IRR" shall mean the internal rate of return expressed as an annualpercentage rate, which when applied to the Cash Flows, results in a netpresent value of zero on those Cash Flows taking into account the date andamounts of such Cash Flows.For all relevant purposes of this Agreement,IRR shall be calculated on an annual compounding basis using the MicrosoftExcel XIRR function (or if such program is no longer available, such othersoftware program for calculating internal rate of return reasonably acceptableto the Parties). Cash Flows for the purposes of calculation of JRR shall meanthe Cash Outflows and Cash Inflows of the Debenture Holder. Cash Outflowsof the Debenture Holders shall mean the amounts invested by the DebentureHolders in the Company from time to time in terms of this Agreement CashInflows of the Debenture Holders shall mean any amounts received by the
() Debenture Holders, excluding the Default Interest, Coupon and the indemnityl,i;
payment; For the purposes of calculation of IRR, the date of receipt in thebank accounts of the Companyand date of receipt in the bank accou~Jt;:9.:f:llw
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Debenture Holder shall be considered as the effective date for the respectivepurposes of Cash Outflow and Cash Inflow. For the purpose of calculation ofIRR, the cash flows shall be accounted gross of withholding taxes and otherapplicable distribution taxes;
1.1.50. "Indebtedness" of any Person means all obligations of such Person (i) forborrowed money, (ii) evidenced by notes, bonds, NCDs or similarinstruments, (iii) for the deferred purchase price of goods or services (otherthan trade payables or accruals incurred in the ordinary course of business),(iv) under capital leases and (v) in the nature of guarantees of the obligationsdescribed in clauses (i) through (iv) above ofany other Persall.
I. J .51. "Issue" shall mean (he issue ofNCDs in terms of this Agreement.
1.1.52. "License" means a license dated 8\1' June, 2013 issued by the DGTCPsanctioning development of the said Property as group residential housingcolony ("the said License") in favour of the present owners and VatikaLimited, as the developers and shall include any substitution or renewal orassignment of the said license;
1.1.53. "Loan Agreement" shall mean the loan agreement dated June 03, 2016executed by and between the Company and the Existing Lender for thepurposes of advancement of an amount of Rs. 175,00,00,000/. (Rupees OneHundred and Seventy Five Crores only) as loan by the Existing Lender theCompany:
1.1.54. "Loan" shall mean a loan amount of Rs. 175,00,00,0001- (Rupees OneHundred and Seventy Five Crores only) extended by the Existing Lender infavour of the Company;
1.1.55. "Majority Debenture Holders" shall mean, Debenture Holders holding anaggregate amount representing not less than 51% (fifty one per cent) of thevalue of the nominal amount of the NCDs for the time being outstanding.
J .1.56. "Material Adverse Effect" shall mean the effect or consequence of an event,circumstance, occurrence or condition which has caused, as of any date ofdetermination, or could be expected to cause a material and adverse effect on:
(a) the business activities, assets, properties, liabilities, financialcondition and credit standing of the Obligors; or
(b) the ability of the Obligors to perform its obligations under theFinance Documents; or
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Jalswal
1150fl55
CERTIFIED TRUE COpy
(c) implementation of the Gurugram Project; or
(d) the validity or enforceability of, or the effectiveness of any of theFinance Documents (including the ability ofany party to enforce anyofits remedies thereunder).
(e) the validity, legality 01' enforceability of any Security expressed to becreated pursuant to any Security Document or any collateraldocument or on the priority and ranking of any of that Security.
1,1.57. "Memorandum of Entry" shall mean aregistered memorandum of entryincluding declaration to be executed by the Company in favour of theDebenture Trustee to create charge by way of equitable mortgage over theProject and the Project Property in terms of this Agreement.
1. I .58. "Obligors" shall mean the Company and the Guarantors including such otherperson who provide any Security Interest for the purpose of the NCDs.
1.1.59. "Operating Account" shall mean the Indian Rupee denominated accountbearing No. 00270350000047 opened in the name of the Company with theEscrow Bank under the terms and conditions of the Escrow Agreement.
1.1.60. "Outstanding Amounts" shall mean, at any time, the entire outstandingamount due in respect of the NCDs including but not limited to the presentobligations and liabilities of the Company and/or the Obligors to pay/ repaythe principal amount of the NCDs, Coupon, Default Interest, IRR,Redemption Premium interest, default interest, Event of DefaultConsideration (if applicable), Early Redemption Amount (if applicable) otherfees, liquidated damages, costs, charges and expenses (including any feespayable to the Debenture Trustee) and other amounts payable in respect ofthe NCDs under the Finance Documents.
I. J .61. "Order" means any writ, judgment, decree, injunction or similar order of anyGovernmental Authority (in each such case whether preliminary or final).
1.1.62. "Personal Guarantee" shall mean the deed of personal guarantee to beexecuted by Personal Guarantors.
1.1.63. "Personal Guarantors" shall collectively mean Personal Guarantor I,Personal Guarantor 2, Personal Guarantor 3 and Personal Guarantor 4.
I: 1,.64. "Persorus)" means any individual, sole proprietorship, unincorporated;" association, unincorporated organization, body corporate, corpqrMion;;",
GauravG:II'g
LalitKumarJaiswal
COlllpany;:/ Ashiaii~ Rohi!Modi
1\1a 1111
Gal'gLnndcraft Debenture
Trustee
11601'155
(ERT IFIED TRUE COpy
company, partnership, limited liability company, joint venture, GovernmentAuthorlty or trust or any other entity or organization.
1.1.65. "Personal Obligors" shall collectively mean Personal Guarantor I, PersonalGuarantor 2, Personal Guarantor 3 and Personal Guarantor 4;
1.1.66. "Phase" shall mean each phase of the Project as may be required [0 beregistered with the Haryana RERA under the RERA Act.
l. 1.67. "PNB Escrow Account" shall mean the Indian Rupee denominated accountbearing No. 57500000056378 opened in the name of the Company with theEscrow Bank under the terms and conditions of the PNB Escrow Agreementfor the receipt of such amounts pf Project Receivables, transferred fromProject Master Escrow Account, as specified in the PNB Escrow Agreement.
1.1.68. "PNB Escrow Agreement" shall mean the escrow agreement datedSeptember 15, 20 J 7 executed by and between the Existing Lender, theEscrow Bank and the Company.
1.1.69. "PNB Master Escrow Account" shall mean the Indian Rupee denominatedaccount bearing No. 57500000056365 opened in the name of the Companywith the Escrow Bank under the terms and conditions of the PNB EscrowAgreement for the deposit of Project Receivables.
1. J .70. "Promoter Companies" means Ashiana Homes Private Limited andLandcraft Projects Private Limited;
1.1. 71. "Project Property/said Property" shall mean all that piece and parcel ofland admeasuring 14.025 acres or thereabouts situated, lying and being atVillage Harsaru, within the registration sub-district of Gurugram moreparticularly described in the Second Schedule hereunder.
1.1.72. "Project Management Agreements" means the (a) Project ManagementAgreement dated August 25, 2013, as amended by and addendum datedJanuary 20, 20 J 7, executed between the Company and Landcraft DevelopersPrivate Limited a company incorporate under Companies Act' 1956 withCIN U4520 lDL2005PTC [32131 and having Registered Office at ParrneshCorporate Towers, 309, 3rd Floor, Plot No. 13, Karkardoorna CommunityCentre, Delhi - 110092 (hereinafter referred to as 'LDPL') and (b) ProjectManagement Agreement dated August 25, 20 J 3, as amended by anaddendum dated January 20, 2017 executed between the Company and
C..i Ashiana;
LalitKuma)'.Jaiswal
Rohi!Modi
ManuGal'g
GauravGargC)
117 of 155
1.1.73. "Project Management Fees" means the fees payable to LDPL and Ashianain terms of the Project Management Agreements;
1.1.74. "Project Management PCI'SOllJ1C)" shall mean such person as may beappointed for the purpose of compliance with the provisions of the RERAAct and the rules framed thereunder, who can be all independent charteredaccountant, an architect, an engineer, a statutory auditor etc;
1.1.75. "Project Receivables" shall mean all cash flows of the Company from theproceeds of the Gurugram Project, including the entire sale proceeds,consideration, fees, rent, lease rentals, license fees and/or any otherreceivables received/to be received by the Company pursuant to, inter alia,any agreement(s), contract(s) for/of sale, transfer, lease, rent assignmentand/or encumbrance of the Properties (or any portion thereof) all revenues,income and other amounts (including without limitation, any cash benefitsand cash subsidies) owing to, receivable and/or received by, the Company(whether in relation to or from the Gurugram Project). Provided however, theterm "Project Receivables" shall not include Tax Payments.
I.) .76. "Purchasers" shall mean a Person who has made a booking for purchasing /acquiring rights in a Unit and the Company, have accepted the booking uponthe terms and conditions and subject to the sale price / considerationmentioned under the document made between the Company, as the case maybe, and that Person setting out the terms and conditions on which theCompany, as the case may be, have agreed to sell that Unit / grant rights inthat Unit to that Person;
1.1.77. "Purpose" shall have the meaning ascribed to it in Clause 3 herein,
1. ).78. "Receivables" shall mean the entire amounts credited/ to be credited to theEscrow Account from the PNB Escrow Account in terms of the PNB EscrowAgreement, i.e. an amount standing to the credit of PNB Escrow Accountafter deduction of the PNB Share from Project Receivables.
J. 1.79. "Redemption Date" shall be deemed to mean the date on which the NCDswould be repaid in the manner contemplated in the Third Schedulehereinbelow.
Company '/Ashiana
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Rohit Manu Gaurav LalilModi Garg Garg Kumar
Jaiswal
1180fl55~~M~·
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J .1.80. "Redemption Premium" means an amount resulting in J 6% assured IRR (0
the Debenture Holder (gross of withhold ing taxes and other applicabledistribution taxes) on NCD Subscription Amount after adjusting the Couponand other amounts paid by the Company to the Debenture Holders from timeto time ill terms of this Agreement;
1.1.81. "Repay" shal I include "Redemption" and vice-versa and "repaid","repayable", "repayment", "redeemed", "redeemable" and "redemption" shallbe construed accordingly;
1.1.82. "RERA Act" shall mean the Real Estate (Development and Regulation) Act,2016, read with rules and regulations, together with any statutory enactmentsand modifications carried out from time to time;
1.1.83. "RERA Escrow Account" shall mean the Indian Rupee denominatedaccount opened in the name of the Company with the Escrow Bank anddesignated as the "RERA Escrow Account" under the terms and conditions ofthe Escrow Agreement.
1.1.84. "Retention Account" shall mean account to be opened by the Company withthe Escrow Agent for receiving the amounts from the Escrow Account andoperated by the Existing Debenture Trustee and the Debenture Trustee forrepayment of the Existing Debenture Holders and the Debenture Holders interms of the Escrow Agreement and to be operated in terms of the EscrowAgreement.
J.J .85. "Rs." Of' "Rupees" shall mean Indian rupees, the lawful currency of India.
1.1.86. "SEllI" shall mean Securities and Exchange Board of India
[Remaining part ofthe page intentionally left blank]
RohitModi
ManuGarg
Landcraft:LalitKumar-Iaiswal
Trustee.
r./> 11901'155
CER JJFJEO TRUE COpy
I. 1.87. "Secured Obllgarions" shall mean all Outstanding Amounts payable by theCompany and / or the other Obligors to the Debenture Holders, under thisAgreement, under the other Finance Documents and/or under any otheragreement with the Company and/or the other Obligors in relation to theNCDs.
1.1.88. "Secured Properties" shall mean the assets (whether tangible or intangibleor movable 01' immovable) of the Company over which Security Interest iscreated under the Finance Documents in favour of Debenture Trustee, for thebenefit of Debenture Holders.
1.1.89. "Security Documents" means the Hypothecation, the Guarantees, theEscrow Agreement, Share Pledge Agreement, Memorandum of Entry andDeclaration, Existing Debenture Documents, all documents, deeds, power ofattorney(s), etc. required by the Debenture Trustee or the Debenture Holders,or entered into or executed by the Company or any other or any other Personfor creation or perfection of the Security and any other document designatedas a Security Document.
1.1.90. "Security Interest" shall mean any mortgage, pledge, hypothecation,assignment, deposit arrangement, encumbrance, lien (statutory or other),preference, priority or other security agreement of any kind or naturewhatsoever including, without limitation any conditional sale or other titleretention agreement, any financing or similar statement or notice filed underany recording or notice statute; and any designation of loss payees orbeneficiaries or any similar arrangement under any contract of insurance orany other similar security interest.
I.1.91. "Share Pledge Agreement" shall mean the agreement entered or to beentered into by and between the Company, Shareholder 1, Shareholder 2 andthe Debenture Trustee for pledge of (i) 53,300 Class A Equity Shares held byAshiana and Landcrafl in [he Company representing 82% of Class Equity AShares issued by the Company; and (ii) 1,09,35,000 Class B Equity Sharesheld by Ashiana and Landcraft in the Company representing 100% of Class BEquity Shares, in favour of the Trustee in accordance with the termscontained therein.
1.1.92. "Terms and Conditions of the Issue" shall mean the terms and conditionsrelating to the issue of the NCDs as set out in the Part I of the ThirdSchedule hereunder written and as the same may, from time to time, bemodified in accordance with these presents.
{::J1.1.~J!. "Transfer" means a sale, transfer, pledge, encumbrance, lien or grant of any
.... negative lien over, hypothecation and includes any agreement 01' arrangY\~~Jli:.,\
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(Ashianat:i
RohitModi
ManuGarg
CauravGarg
Lalit LandcraftKumarJalswal
120 of 155, ..~.(/}
CI:.R.l iflED 1RUE COpy
for the exercise of any voting rights in respect of the Shares (whether by wayof Power of Attorney, proxy 01' otherwise);
1.1.94. "Unit" shall mean any premises, flat, apartment or unit including but notlimited to car parking spaces, club house and other areas in relation to theProject whether sold individually or together with any premises;
1.1.95. "Vatika SPV" means Brock Developers Private Limited a companyregistered under the Companies Act, 1956 with CINU70102DL20J2PTC242 146 and having Registered Office at Flat No. 621-A,6th Floor Devika Towers, 6, Nehru Place New Delhi - 1[00J9 being a whollyowned subsidiary of the erstwhile Developer i.e. Vatika Limited.
).2. Interpretation
1.2.1 The index hereto and headings, sections and titles herein are used forconvenience of reference only and shall not affect the construction of thisAgreement.
1.2.2 In this Agreement unless the context thereof otherwise requires:
(i) Reference to the singular includes a reference to plural and vice versa.
(ii) Reference to any gender includes a reference to all other genders.
(iii) Reference to any statute, rules, ordinances or other Applicable Lawshall be deemed to include any amendment, replacement ormodification thereof.
(iv) Reference to any memorandum of understanding, agreement orcontract shall be deemed to include any amendment, replacement ormodification thereof.
(v) Reference to day shall mean a reference to a calendar day; anyreference to month shall mean a reference to a calendar month.
(vi) Reference to any period commencing "from" a specified day or dateand "till" or "until" a specified day or date shall include both such daysand dates
(vii) References 10 Clauses, Sections and Schedules are referencesrespectively to the clauses, sections and schedules to this Agreement.
CauravGarg
[,,1;, 'I '."3...ndcraftKumar ..laiswal .... -L______ __~ ~
RohitModi
ManuGlll'g
:.-::121 of 155
(viii) Schedules (0 this Agreement form an integral part of this Agreementand will be in full force and effect as though they were expressly setout in the body of this Agreement.
(ix) Unless otherwise expressly stated, the words "herein", "hereof", and"hereunder" and other words of similar imparl refer to this Agreementas a whole and not to any particular Section 01' other subdivision.
(x) References to the word "includes" or "including" are 10 be construedwithout limitation.
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Rohit ------Manu Caurav Lalie
Modi Gal'g Garg KumarJaiswal
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THE SECOND SCHEDULE REFERRED TO ABOVE(Description of Property)
Property situated in the Revenue Estate ofViJJage Harsaru, Sector 88A, Gurugram
Property situated in the Revenue Estate of Village Harsaru, Sector 88A, Gurugram
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RohirModi
ManuGal"g
CauravGalog
LalitKumar-Ialswal
124 of 155
TUK THlR!) SCIIEDGLl<; REFI.:H.RED TO ABOVJl:
PART I
('1'0 In: REPLICATE!> ON THE DEBENTURE CEHTIFICATES)
TI~RMS AND CONDITIONS OF THE ISSUE OF NCDS
(i) An amount upto Rs. 35,OO,OO,OO()/- (Rupees ThirtyCrore only) towards repayment to INDIAREIT Ftllidand 11Ft Asset Manag.ement Limited; and
Purpose (ii) Balance amount of upto Rs. 46,OO,OO,O()OI- (Rupees FortySix Crore only) towards working capital requirement of theCompany.
Issue Size Rs. 81 ,oo.On.OOO/· (Rupees Eighty One Crores only)
UpI0 36 {thirty inornhs from tileextension of 1 (one) year eachdiscretion of the
Tenor
Private Placement
125 of! SS
CERT\F\EO TRUE COpy
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the Company has a call option to make the payment of the entireNCD Subscription Amount along with (he Redemption Premium of
- 16% IRR on the entire NCD Subscription Amount
Governing LawLaws as applicable in India and subject to exclusive jurisdiction of
and Jurisdictioncourts and tribunals at Delhi, only,
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JalswalTrustee
126 of 155
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PART II
FINANCIAL COVENANTS AND CONDlTIONS
I. NCDs to nmlipari passu
The NCDs shall rank par; passu, inter se, without any preference or priority of oneover the other or others of them.
2. Coupon Rate
2.1 Rate, rate amendment mechanism and manner of payment
2.1.1 The NCDs shall have the coupon rate ar the rate of J4% (fourteen per cent)IRR payable annually (hereinafter referred to as "Coupon").
2.1.2 It is hereby clarified that Coupon that has accrued during the first year fromthe Allotment Date, shall be paid cumulatively by the Company on the expiryof the 24 (twenty four) months from the Allotment Date. However, theCompany shall have the option to pay the Coupon, so accrued, upon theexpiry of 12 (twelve) months from the Allotment Date.
2.1 .3 Coupon period for the NCDs shall start on the Allotment Date. The date ofpayment of Coupon on NCDs shall be 24 months from the Allotment Dateand every 12 months thereafter.
2.1.4 The Coupon period for the NCDs shall end on the last Business Day of acalendar month.
2.1.5 Subject to the terms of this Agreement, at any time during the term of thisAgreement, the Company shall along with redeeming the NCDs pay allOutstanding Amounts including but not limited to any accrued and unpaidlRR from the Allotment Date until payment thereof at the agreed IRR of16%.
2.1.6 In accordance with the Distribution Waterfall, 30% (Thirty Per Cent) of thesurplus cash flows after adjusting corporate tax of the Company shall bedistributed as payment towards special redemption premium on the NCDs,provided however amounts payable to the holders of the NCDs shall notexceed lRR of 22% (twenty two per cent) (gross of withholding taxes andapplicable distribution taxes) on the Debenture Subscription Amount.
DebentureTrustee
CauravRohitModi
ManuGarg
LllitGarg Kumar
.Iaiswal
127 of 155
2.2 In the case of any default in payment of any amounts due under this Agreement, theCompany shall be liable to pay a default interest at the rate of J 8% (eighteen percent)per annum compounded monthly ("Default Interest") on the amounts not paid forthe period till such amounts arc paid by the Company. The payment of default interestas mentioned herein shall be in addition \0 other remedies available to the DebentureHolders/ Debenture Trustee under this Agreement.
3. Business Day Convention
If any payment date is not a Business Day in Maharashtra and Delhi, payment shallbe made on the immediately succeeding Business Day in Maharashtra, with interestup to and including the due date.
4. Day Count Basis
In all cases in which it shal 1 be necessary to compute the amount of interest or anyother charges which shall have accrued under this Agreement the interest will becomputed on an actual by 365 days a year basis.
5. Repayment
5.1 The Company shall redeem the NCDs as set out in the table below:
1.Payment of an entire amount of NCDSubscription Amount, along with the In the event the NCDs are tointerest and Redemption Premium, be redeemed at the expiry ofbeing 100% of the entire NeD the 3 (three) years from theSubscription Amount, the interest Allotment Date.thereon and the Redemption Premium.
(a) Payment of a minimum of suchamount, along with the interest thereon In the event the NCDs are toand the Redemption Premium, at the be redeemed at the expiry ofend of 3 (three) years, constituting the 4 (four) years from the30% of the entire NCD Subscription Allotment Date.Amount, the interest thereon and theRedemption Premium; and
2.
(b) Payment of such amount alongc:\ with the interest thereon and the
''''''>''''~''·rn Premium at the end of 4
CauravGarg
128 of 155
CERT;F1Ff~
,------,--------------------------, ..-.__ ...._ ...._-"-_._---_._ ...--.-(lour) years, constituting 70% of theentire NeD Subscription Amount, theinterest thereon and the RedemptionPrern ium,
3.(a) Payment of a lllJJ1IIllUIl1 suchamount along with the interest thereon In the event he NCDs are toand the Redemption Premium at the be redeemed within 5 (five)end of 3 (three) years, constituting years from the Allotment30% of the entire NCD Subscription Date.Amount, the interest thereon and theRedemption Premium; and
(b) Payment of a minimum of suchamount, along with the interest thereonand the Redemption Premium at theend of 4 (four) years, constituting 30%of the entire NCD SubscriptionAmount, the interest thereon and theRedemption Premium; and
(c) Payment such amount, along withthe interest thereon and RedemptionPremium at the end of 5 (five) years,constituting 40% of the entire NCDSubscription Amount, the interestthereon and the Redemption Premium.
It is hereby clarified that the Company shall repay the NCD Subscription Amount,except a sum of Rs. 101- (Rupee Ten) per NCD, which shall remain outstanding tillthe payment of the Redemption Premium and special redemption premium thereon,together with the Redemption Premium thereon resulting in 16% (sixteen per cent)assured lRR (gross of withholding tax and other applicable distribution taxes) onNCDs.
5.2 No part of the NeD Subscription Amount or the Redemption Premium will be repaidor paid prior to 3 (three) years from the Allotment Date and the entire NCDSubscription Amount together with the Coupon, IRR and Redemption Premium shallbe repaid upon the expiry of 3 (three) years or 4 (four) years or 5 (five) years, as maybe the case, from the dale of Allotment Date, in the manner provided above in Clause5.1 of this Schedule.
,~.... ...,
S.2A The P~rties hereby agree and understand that the NCDs shall be repaid upon theexpi(y:,of 3 (three) years or 4 (four) years or 5 (five) years, as may be the ca ,~Ef?ci!~>\
Landcraft .'' .Dcbcmurc.. :: Trustee
GauravGarg
Rohi!Modi
ManuGarg
LalitKuma,"Jaiswal
129 of 155
the Allotment Date, in the manner provided above in Clause 5.1 above, however, theCompany shall have a call option to redeem the entire NeD Subscription Amountafter the expiry of 2 (two) years from the Allotment at an lRR of 16% of the entireNCD Subscription Amount, as full and final payment.
5.3 Save and except for the payment due to the Existing Lender and the ExistingDebenture Holders (from time to time), NCDs together with the Coupon, RedemptionPremium and other charges in the manner contemplated in this Agreement shall berepaid prior to repayment of any other debt obtained by the Company or payment toany debenture holders. Further, the re-payment to such debenture holders orrepayment of any other debts or loan or interest/charges thereon shall always besubservient and subordinate to the payment of the NCDs issued in terms of thisAgreement"
6. Change of Control
If there occurs a Company Change of Control, the Company shall promptly notify theDebenture Trustee upon becoming aware of that event and the Debenture Trusteeshall, by notice to the Company, be entitled to immediately cancel the NCDs anddeclare the NCDs as outstanding, together with accrued interest and all other amountsaccrued under the Finance Documents together with the prepayment penalty, if any,immediately due and payable, whereupon the NCDs will be cancelled and all suchoutstanding amounts will become immediately due and payable.
7. lIIcgality
If, at any time, it is or will become unlawful for the Debenture Trustee to perform anyof its obligations as contemplated by this Agreement, the Debenture Trustee shallpromptly notify the Company upon becoming aware of that event and the Partiesshall mutually decide the future course of action.
8. Early Redemption
8.1 If, for reasons beyond the control of the Company, the performance of the Company'sobligations under the NCDs is prevented by reason of Force Majeure, occurring aftersuch obligation is entered into, or has become illegal or impossible in whole or in partor in the exercising of its rights for a period of 12 (twelve) months, the Company mayat its discretion or shall 011 receiving a notice in this relation, redeem andlor arrangefor the purchase of all but not some of the NCDs, by giving notice of not less than 5(five) Business Days to the Debenture Holders which notice shall be irrevocable andshall specify the date upon which the NCDs shall be redeemed (such date on whichthe NCDs become immediately due and payable, the "Early Redemption Date") .
LHlitKumarJaiswal~ ~;j.': J- -L ~L-. ~~" ~ ~ J
CauravGarg
«:IL\{\)
.":
ManuGllrg
Landcraft DebentureTrustee
130 of 155
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8.2 If the NCDs are bought by the Company, the Company will, if and to the extentpermitted by Applicable Law, pay to each Debenture Holder in respect of eachDebenture held by such holder an amount equal to the Early Redemption Amount ofa Debenture notwithstanding the illegality or impracticability, as determined by theDebenture Holders! or any agent appointed by them in its sole and absolutediscretion.
83 Early Redemption Amount means the principal value of the NCDs plus a return of16% p.a. lRR upto to the date of payment subject to adjustment of the paymentsalready made ("Early Redemption Amount").
9. Payments
Payment of the principal amount of each of the NCDs and interest thereon will bemade to the registered Debenture Holders and in case of joint Debenture Holders tothe one whose name stands first in the register of Debenture Holders. Such paymentsshall be made by, real time gross settlement, cheque or warrant drawn by theCompany on its bankers.
10. Representatives 011 the Project Management Committee
10.1 The Company shall form a Project Management Committee comprising of 4 directorswith respect to the Project and the Debenture Trustee (at the instructions of the holderof NCDs) shall have the right to appoint one representatives on such ProjectManagement Committee and the Company shall do all such acts as may be requiredto ensure the appointment of such representative.
10.2 The nominee representatives so appointed shall not be liable to retire by rotation norshall be required to hold any qualification shares.
10.3 Each Project Management Committee shall be responsible for the implementation,review, supervision, etc. with respect to the relevant Project. .
10.4 The holders of NCDs shall have the exclusive right to remove the member appointedby it and appoint other member for and in place of the member so removed by it.
10.5 The meeting of each Project Management Committee shall be held once in everyQuarter. A notice of not less than 4 (four) days shall be given to the members forconvening a meeting of the respective Project Management Committee.
10.6 The quorum for a meeting of the Committee to discuss any matters shall be 4 (four)repr~~entatives and no such quorum shall be deemed to be present at the meeting ofthe Committee unless at least I (one) representative appointed by the holders ..of..tl.le
::.... :. ./,.-;.,' ~_.::.::"·i':'I"
. DebentureTrustee
ManuGarg
GauravGal'g
LandcraftLalitModi Kumar
Jalswa!.
13101' 155
NCDs is present and voting at such meeting. It is stated for tile sake of clarity that arepresentative would be deemed to be present and voting at the meeting of theCommittee only if such representative is entitled to vote at such meeting. In theabsence of a quorum within 30 (thirty) minutes of the time scheduled for a meeting ofthe Committee. such meeting of Committee shall stand adjourned to the same day inthe next week at the same place and at the same time ("Adjourned Meeting"),provided, no decision ill relation (0 the Major Decisions shall be taken unless therepresentative appointed by the holders of NCDs representative votes in favour ofsuch decision.
10.7 No matters listed in the Eighth Schedule hereunder shall be taken unless therepresentative appointed by the holders of NCDs' representative votes in favour ofsuch decision.
10.8 Without prejudice to what is stated hereinabove and subject to the provisions ofClause 10.7 above, the holders of NCDs acknowledge and agree that the Promotersshall have full discretion ill relation to the day-to-day management of the Companyand for implementation of the Project in accordance with the Business Plan (to bedelivered by the Promoters to the holders of NCDs), and all aspects relating to design,construction, development, planning and marketing of the Project, andimplementation of the Project in accordance with the Business Plan shall vest withthe Promoters subject, at all times, to the overall supervision and control of theProject Management Committee.
10.9 Annual Budget: The Company shall, Oil a yearly basis, prepare an annual budget forthe Project (the Annual Budget) for each Financial Year at least one (1) month priorto the commencement of such Pinancial Year. This Annual Budget shall set out thedetails of projections of cash flows, costs and expenses, capital expenditure andworking capital requirements, distributions of revenues generated from the Project,time schedules for the construction of the Project on a quarterly basis. Such AnnualBudget shall be approved by the Project Management Committee in accordance withapplicable law at least fifteen (15) Business Days prior to the commencement of suchFinancial Year, which approval shall include the consent of at least one (I) nomineeof the holders ofNCDs.
10.1 0 The Company hereby agrees that ail expenditure pertaining to the Project shall beonly in accordance with the limits stated in the Annual Budget approved in ProjectManagement Committee in accordance with applicable law. The amounts sanctionedin accordance with the Annual Budget and the Business Plan and approved by theProject Management Committee for the purposes of defraying the Project relatedexpenses for the succeeding quarter may be remitted from the Escrow Account.
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Rohit Manu Gaurav Lalit LandcrafrModi Garg Gar'g Kumar
.laiswal
132 of 155
10.11 Adherence to relevant Project Business Plan: The Company agrees that it in additionto compliance with tile Applicable Laws, the terms and conditions of projectdocuments and Authorisarions for the construction and development of the Project,the Company shall also comply with, and adhere \0 the approved Business Plan,subject to a deviation of 10%, and approval Annual Budget of the relevant FinancialYear in the construction and development of the Project.
11. Taxation
The Company is to comply with conditions contained in Clause 500fthis Agreement.
12. Further borrowings
12. J The Company shall not without the prior consent of tile Debenture Holders be entitledto make any further issue of NCDs and/or raise further loans and/or avail of furtherdeferred payment/guarantee facilities from time to time for such amounts and fromsuch persons/public financial institutions/banks or any other financial corporations orbody corporate until such time as the NCDs or any premium, interest, costs, etc.thereon remains outstanding in a manner. However, it is hereby clarified that theconsent from the Debenture Holders 10 the Company! Obligor in this regard shall notbe unreasonably delayed/withheld by the Debenture Holders.
12.2 The Company shall have a right to redeem the NCDs and cancel or re-issue themfrom time to time in terms of this Agreement and in accordance with the provisions ofthe Act. Upon such reissue, the person entitled to the NCDs shall have and shall bedeemed always to have had, the same rights and priorities as if the NCDs had neverbeen redeemed.
13. Transfer of NCDs
The Parties agree that there shall be no restrictions on the transfer of the NCDs by theDebenture Holders.
14. Formalities Free of Charge
Registration of a transfer of the NCDs will be effected without charge by or on behalfof the Company, but upon (i) payment (or the giving of such indemnity as theCompany or any of the Agents may require) in respect of any tax or othergovernmental charges which may be imposed in relation to such transfer; and (ii) theCompany being satisfied that the regulations concerning transfer of the NCDs havebeen complied with.
15. NCQ~ free from equities
CargLilli!Rohit
ModiManuGarg
GauravJ( 1J!l11ll'.laiswal
133 of 155
The Debenture Holders will be entitled to their NCDs free from equities or crossclaims by the Company against the original or any intermediate holders thereof.
16. Debenture Holder not entitled to shareholders' rights
J 6.1 The Debenture Holders will not be entitled to any of the rights and privilegesavailable to the shareholders of the Company including right to receive notices of orto attend and vote at General Meetings or to receive Annual Reports of the Companyother than in accordance with the Act.
16.2 If, however, any resolution affecting the rights attached to the NCDs is placed beforethe Shareholders, such resolution will first be placed before the Debenture Holdersfor their consideration. '
17. Variation of Debenture Holders' rights
The rights, privileges and conditions attached to the NCDs may be varied, modifiedor abrogated with the consent in writing of the Majority Debenture Holders or withthe sanction of a Special Resolution passed at a meeting of tile Debenture Holders.
DebentureYi!!i1J.>a1lY.. Aiihillna '.' Rohit.. l\lodi
ManuGarg
GauravGarg
LalilKumarJalswal
Trustee
134ofJ55
CERT1F1EO TRUE COpy
THE FOURTH SCHEDULE REFERRIW TO ABOVE
J>ARTI(Conditions Precedent)
l. A certified true copy of the following constitutional documents of the Company andthe relevant Obligors to be provided to Debenture Trustee
(i) Memorandum of Association and Articles of Association; and(ii) Certificate of Incorporation and, if applicable, subsequent Certificate(s) of
Incorporation issued upon any change of name of the relevant Company.2. A copy of a resolution of the board of directors of the Company and the relevant
Obligors:
(i) approving the terms of, and the transactions contemplated by, the FinanceDocuments to which it is a party and resolving that it execute the FinanceDocuments to which it is a party;
(ii) authorising a specified person or persons to execute the Finance Documents towhich it is a party on its behalf; and
(iii) aurhorlsing a specified person or persons, Oil its behalf, to sign and/or despatchall documents and notices to be signed and/or despatched by it under or inconnection with the Finance Documents to which it is a party.
3. A specimen of the signature of each person authorised by the resolution referred to inparagraph 2 above.
4. Self-attested photographs of each person authorised by the resolution referred to inparagraph 2 above has been provided to the Debenture Trustee.
S. A special resolution of shareholders approving the issuance of the Debentures inaccordance with the Private Placement Rules has been provided to the DebentureTrustee.
6. The Company maintaining Operating Account and Retention Account and theexecution of the Escrow Agreement.
7. Net worth certificates for each of the Personal Guarantors (from an independentchartered accountant) have been provided to the Debenture Trustee.
8. The Company obtaining of all regulatory permission, approvals or consents requiredin relation to the subscription of the NCDs from the concerned regulatory authorities.
9. No \J1iaterialadverse change having occurred in the Business, financial condition,results of 0p3rations, or prospects of the Company and its joint ven!.)lr~s·..;~9~~~,
Company RohitModi
ManuGarg
CauravGarg
. Landcraft DebentureTrustee
LalitKumar.Iaiswat
1350fl55
()
subsidiaries, if any until the execution of these presents.
10, Duly executed copies of all finance Documents including all the SecurityDocuments.
II. Copy of any two of the following proof of identity and residence of directors /authorised signatories:
a. Passport;b. Ration Card;c. Driving Licence;d. Voter's identity Card; ande. Permanent Account Number Card 01' Acknowledged Copy of Income Tax
Return with Permanent Account Number mentioned In the acknowledgment.
12. Certificate from the Director of the Company in the form and manner set forth in theSeventh Schedule hereunder written
13. A certified true copy of the consent letter from the Debenture Trustee dated January29, 20 J 8 and bearing number 8885-BITSLlOPRJCLl17-18/SEC/433 expressingconsent to act as the trustee in connection with the proposed issue of Debentures.
14. A certi ficate from the statutory auditors of the relevant Obligors certifying that theborrowing or creation of Security Interest as required under any of the FinanceDocuments, would not cause any borrowing, guaranteeing or similar limit binding onit to be exceeded under the Act.
15. Receipt of in-principle approval from BSE for Listing of the NCDs.
16. Business Plan for the Gurugram Project to the Debenture Trustee.
17. SatisfactoryClBlL checks on the directors of the Company and the relevantObligors.
18. A copy, certified by director of the Company to be a true copy, of the OriginalFinancial Statements.
19. Such other document as may be reasonably requested by the Debenture Holders.
20. Creation of an equitable mortgage on the Project Property;
21. Amendment of the Articles of Association of tile Company, allowing the issuance ofthe p,ebentures and creation of Security pursuant to this Agreement, and adoption ofthe ~~me by the Company.
136 of 155
CFRT!F1ED TRUE COpy
22. Execution of the following security documents and creation of the Securitythereunder:
a. Hypothecation;b. Share Pledge Agreement.c. Corporate Guarantees;d. Personal Guarantees;c. Escrow Agreement; and1'. Memorandum of Entry
23. The Company having obtained an NOC from Existing Debenture Trustee (acting asDebenture Trustee on behalf of the Existing Debenture Holders) for issue of NCDsand for creation of second pari passu charge over the Security in favour of theDebenture Trustee along with Existing Debenture Trustee.
24. The Company having obtained an NOC from Existing Lender for issue of NCDs andfor creation of second pari passu charge over the Security in favour of the DebentureTrustee along with Existing Debenture Trustee.
25. Any other condition as may be required by the Debenture Trustee considering theSecurity and nature of transaction.
PART II
(Second Conditions Precedent)
I. Satisfaction and fulfillment of the Conditions Subsequent to the Allotment Date to thesatisfaction of the Debenture Trustee.
2. A certificate from the statutory auditor of the Company confirming that there are nooutstanding dues payable to the Government and that security created as per the termsof the Security Documents will not be impacted by any liabilities under the IncomeTax Act, 1961;
3. Certificate from the statutory auditors of the Company confirming the purpose of theutilization of the proceeds of the NCDs. An updated and duly executed original copyof the Disclosure Letter.
4. Certificate of an authorized officer of the Company certifying that:
the Company is not in violation of the covenants, representations andwarranties contained in the Finance Documents and that all the covenants,representations and warranties set forth in the Finance Documents are va},io;,''',
, ~~~~~~
GauravGarg
LalitKumarJaiswal
137 of 155
true and correct in all respects;
b. it has paid all fees, costs, charges and expenses (10 the extent such costs,charges and expenses have been Incurred in accordance with the relevantagreement) payable (0 or Incurred by the Debenture Trustee and anysolicitors, advocates, company secretaries or consultants used by any of themin connection with the Issue, creation and registration of the SecuredProperties with the relevant Registrar(s) of Companies, compilation ofsearch/status reports and other similar matters:
c. there has not occurred any Event of Default with respect to any borrowingmade by the relevant Company or its Affiliates;
d. it is in compliance in all respects with all Applicable Law(s);
e. all material Clearances have been obtained and are subsisting; and
f. each copy of the document relating to the Company which has to be providedas a Condition Precedent to the issue of NCDs is correct, complete and in fullforce and effect.
~Aj{N" ~/ ~/ L_~/
.
~,,..,.-- .•.
Rohit Manu Caurav Llllit LandcraftModi Gal'g Garg Kumar Trustee
.Iaiswal---
138 of 155
C);,,:.,..
,- ,~.."",-"". ,~
THE FIFTH SCHEDULE ABOVE REFERRED TO
I. The Company has made depository arrangements with NSDL for dematerialization ofthe NCDs. Each of the Debenture Holders has to necessarily hold the NCDs indematerialized form and deal with the same as per the provisions of Depositories Act,1996 (as amended from time to time) (hereinafter "Depositories Act"). The normalprocedures followed for transfer of securities held in dematerialized form shall befollowed for transfer of these NCDs held in electronic form.
2. Debenture certificates will not be issued to the allottees, since the NCDs are beingissued in a dematerialized form.
3. As per the provisions of the Regulations, the NCDs can be issued only in thedemarerialised mode and therefore every eligible applicant should apply only if' theyhave a depository account with any of the depositories. Transfer of NCDs indemarerialised form would be in accordance with the rules/procedures as prescribedby Debenture Trustee,
4. The depository account of the Debenture Holders with Debenture Trustee will becredited within 3 (three) Business Days from the Allotment Date, The initial credit inthe account will be akin to the letter of allotment. On the completion of all statutoryformalities, such credit will be substituted with the number ofNCDs allotted.
5. The NCDs held in the dematerialised form shall be taken as redeemed on payment ofthe redemption amount together with Coupon, redemption premium and/or othercharges by the Company to the registered Beneficial Ownerts) whose name appearsin the List of Beneficial Ownerts) on the record date. Such payment will be a legaldischarge of the liability of the Company towards the Beneficial Owner(s). On suchpayments being made, the Company will inform Debenture Trustee and accordinglythe account of the Debenture Holder with Debenture Trustee will be adjusted.
6. A Register of Debenture Holder containing all relevant particulars shall bemaintained by the Company at either its registered office or corporate office or at theoffice of Beetel Financial & Computer Services Private Limited (Registrar andTransfer Agent) (hereinafter referred to as the "Registrar").
7. Transfer of NCDs in dematerialised form would be in accordance with therules/procedures as prescribed by Debenture Trustee and the applicable depositoryparticipant, All requests for transfer of physical NCDs should be submitted to theComH~ny or .Registrar prior to the applicable record date for :payment ofcoupi:i9/interesliprincipaliredernption premium.
~vv- ~.~/ I ('~'~) ~/ -
-"'-"'-'- .....tHohit Manu Caurav LalitModi Garg Gnrg Kumar
.Iaiswul
.r: 1390f155
8. Nothing provided herein shall prej udice any power of the Company to register asDebenture Holder any person 10 whom the right to any NCDs of the Company hasbeen transmitted by operation oflaw.
r\.Q,\!ir, c\\....try'_-.- ...•",.-
Rohit Manu GauravModi Garg Garg Kumar
Jaiswal
140ofl55
THE SIXTH SCHEDULE REFERRED TO ABOVE(Provisionsfor the Meetings a/the Debenture Holder)
The following provisions shall apply 10 the meetings of the Debenture Holders: -
1. The Debenture Trustee or the Company may, at any time, and the Debenture Trusteeshall at the request in writing of the Debenture Holders representing not less than I!I ath
(one-tenth) ill value of the nominal amount of the NCDs for the time being outstanding,convene a meeting of the Debenture Holders. Any such meeting shall be held at suchplace in the city where the Registered Office of the Company is situated or at such otherplace as the Debenture Trustee shall determine.
2. (i) A meeting of the Debenture Holders may be called by giving not Jess than 2 J
(twenty one) days' notice in writing.
(ii) A meeting may be called after giving shorter notice than that specified in sub-clause 0), if consent is accorded thereto by Debenture Holders representing 110t lessthan 5 J % (Fifty One per cent) of the NCDs for the time being outstanding.
3. (i) Every notice of a meeting shall specify the place and day and hour of the meetingand shall contain a statement of the business to be transacted thereat.
(ii) Notice of every meeting shall be given ill the manner as authorised by Section 20 ofthe Act, as pertaining to the service of documents on the members of the Companyto the following persons:-
(a) every Debenture Holder;
(b) the persons entitled to NCDs in consequence of death or insolvency of any ofthe Debenture Holders, by sending it through post in a prepaid letteraddressed to them by name or by the title of the representatives of thedeceased, or assignees of the insolvent or by any like description at theaddress, if any, in India supplied for the purpose by the persons claiming tobe so entitled 01' until such an address has been so supplied, by giving thenotice in any manner in which it might have been given if the death orinsolvency had 1101 occurred; and
(c) the auditor or auditors for the time being of the Company.
Provided that where the notice of a meeting is given by advertising the samein a newspaper circulating in the neighbourhood of the Registered Office oftile Company under the provisions of the Act, the statement of material factsreferred to in the Act need not be annexed to the notice as required thereunder
14101' 155
CERTtF1ED TRUE COpy
but it shall be mentioned ill the advertisement that the statement has beenforwarded to the Debenture Holders in question.
4. The accidental omission to give notice 10, or the non- receipt ofnotiee by, any DebentureHolders or other person to whom it should be given shall not invalidate the proceedingsat the meeting.
5. (i) There shall be annexed to the notice of the meeting a statement setting out allmaterial facts concerning each such item of business, including in particular thenature of the concern 01' interest, if any, therein of every Director and the Manager,if any. Provided that where any item of business as aforesaid to be transacted at ameeting of the Debenture Holders relate 10, or affects, any other company, theextent of shareholding interest in that company of every Director, and the Manager,if any, of the first mentioned Company shall also be set out in the statement if theextent of such shareholding interest is not less than 20% (Twenty per cent) of thepaid up share capital of that other company.
(ii) Where any item of business relates to the approval of any document by the meeting,the time and place where the documentcan be inspected shall be specified in thestatement aforesaid.
6. (i) the holder(s) of not less than 51% of the outstanding amount of NCDs, personallypresent shall be the quorum for the meeting of the Debenture Holders and theprovisions of following sub-clause (ii) shall apply with respect thereto.
(ii) If, within half an hour from the time appointed for holding a meeting of theDebenture Holders, a quorum is not present, the meeting, if called upon therequisition of the Debenture Holders shall stand dissolved but in any other case themeeting shall stand adjourned to the same day in the next week, at the same timeand place, or to such other day and at such other time and place as the DebentureTrustee may determine and if at the adjourned meeting also a quorum is not presentwithin half an hour from the time appointed for holding the meeting, the DebentureHolders present shall be the quorum.
7. (i) The Debenture Trustee shall nominate 2 (two) persons to attend each meeting oneof which shall be nominated by the Debenture Trustee to act as the Chairman oftbemeeting and in his absence the Debenture Holders personally present at the meetingshall elect one of themselves to be the Chairman thereof on a show of hands.
(ii) If a poll is demanded on the election of the Chairman, it shall be taken forthwith inaccordance with the provisions of the Act.
(iii) If $~me other person is elected Chairman as a result of the poll, he shall beChairman for the rest of the meeting.
c,.".~
\~(~.M, ~/ tJp .. :.\,..-,.•.....•-Rohit Manu Caurav LalitModi Garg Glirg Kumar
.Iaiswal
142of155
()LL.
CERTIFIED TRUE COpy'
8. The Debenture Trustee and the Directors of the Company and their respectiverepresentatives may attend any meeting but shall not be entitled as such 10 vote thereat.
9. At any meeting, a resolution put to the vote of the meeting shall be decided on a show ofhands unless a pol! is demanded in the manner hereinafter ment ioned, and unless a pollis so demanded, a declaration by the Chairman that on a show of hands the resolutionhas or has not been carried either unanimously or by a particular majority and an entry tothat effect in the books containing the minutes of the proceedings of the meeting, shallbe conclusive evidence of the fact, without proof of the number or proportion of thevotes cast in favour of or against such resolution.
10. Before or on the declaration of the result of voting on any resolution on a show of hands,a poll may be ordered to be taken by the Chairman of the meeting of his own motion,and sha 11 be ordered to be taken by him 011 a demand made in that behalf by at least theholder(s) of not less than 51% (Fifty One Per Cent) of the outstanding amount of NCDsfor the time being outstanding, whichever is less, present in person or by proxy.
11. (i) A poll demanded on a question of adjournment shall be taken forthwith.
(ii) A poll demanded on any other question (not being a question relating to the electionof a Chairman) shall be taken at such time 110tbeing later than 48 (forty-eight)hours from the time when the demand was made, as the Chairman may direct.
12. At every such meeting each Debenture Holders shall, on a show of hands, be entitled toI (one) vote only, but on a poll he shall be entitled to I (one) vote in respect of everyNCDs of which he is a holder in respect of which he is entitled to vote.
13. (i) Any Debenture Holders entitled to attend and vote at the meeting shall be entitledto appoint another person (whether any of the Debenture Holders or not) as hisproxy to attend and vote instead of himself.
(ii) In every notice calling the meeting there shall appear with reasonable prominencea statement that any of the Debenture Holders entitled to attend and vote isentitled to appoint one or more proxies, to attend and vote instead of himself, andthat a proxy need not be one such Debenture Holders.
(iii) The instrument appointing a proxy and the power of attorney (if any) underwhich it is signed or a notarially certified copy of the power of attorney shall bedeposited at the Registered Office of the Company 110t less than 48 (forty-eight)!19urs before the time for holding the meeting or adjourned meeting at which theI~~rsonnamed in the instrument proposes to vote or in case of a poll, not less than14 (twenty-four) hours before the time appointed for the taking of the poll and in1~fault, the. instrument of proxy shall not be treated as valid. /:-;::..'\'::<:,\
~~\l- ~,,~ If"'. *~(;~)}l. ,.--~-. _-_.. {}Jt/ L~~~,&;~=£~J.'/'-- .
Company (\~hianft Rohit M:lIlu Gaurav Lalit Landcraft IPc,bcnturc1\·lodi Garg Carg Kumar 'trustee
Juiswul:.'.
1430f155
cr f r~~r"r"c; c i;,.~< ;,•••
(iv) The instrument appointing a proxy shall: -
(a) be in writing; and
(b) be signed by the appoinrer or his attorney duly authorised in writing, or if theappointer is a body corporate, be under its seal or be signed by an officer 01'
an attorney duly authorised by it.
(v) The instrument appointing a proxy shall be as pel' Form MOT-!! under theCompanies (Management and Administration) Rules, 2014, or such other form asmay be applicable, and shall not be questioned on the ground that it fails tocomply with any special requirements specified for such instruments by theArticles of Association ofthe Company.
(vi) All Debenture Holders are entitled to vote at a meeting of the Debenture Holdersof the Company on any resolution to be moved thereat shall be entitled during theperiod beginning 24 (twenty four) hours before the time fixed for thecommencement of the meeting and ending with the conclusion of the meeting toinspect the proxies lodged, at any time during the business hours of the Company,provided not less than 3 (three) days' notice in writing of the intention so toinspect is given to the Company.
14. A vote given in accordance with the terms of an instrument of proxy shall be validnotwithstanding the previous death or insanity of the principal or the revocation of theproxy or of the authority under which the proxy was executed or the transfer of theNCDs in respect of which the proxy is given. Provided that no intimation in writing ofsuch death, insanity, revocation or transfer shall have been received by the Company atthe Registered Office before the commencement of the meeting or adjourned meeting atwhich the proxy is used.
15. On a poll taken at any meeting of the Debenture Holders, any of the Debenture Holdersentitled to more than I (one) votc or his proxy or other person entitled to vote for him, asthe case may be, need not if he votes, use all his votes or cast in the same way all thevotes he uses.
16. 0) When a poll is to be taken, the Chairman of the meeting shall appoint 2 (two)scrutineers to scrutinise the votes given on the poll and to report thereon to him.
(ii) The Chairman shall have power, at any time before the result of the poll is declared,to remove a scrurineer from office and to fill vacancies in the office of scrutineerarising from such removal or from any other cause .
1440fl55
.'./
tJft/ 1 c'··'\b~;v, ~\j' _.L~~-Rohit Manu Gaurav LlllitM.odi Gurg Gllrg Kumar 'Trustee
Jaiswal
(iii) Of the two scrutineers appointed under this Clause, one shall always be a DebentureHolder (not being an officer or employee of the Company) present at the meeting,provided such a Debenture Holder is available and willing to be appointed.
17. (i) Subject to the provisions of the said Act, the Chairman of the meeting shall havepower to regulate the manner in which H poll shall be taken.
(ii) The result of the poll shall be deemed to be the decision of the meeting on theresolution on which the poll was taken.
18. In the case of joint Debenture Holders, the vote of the person whose name appears firstin the Register of Debenture Holders shall be accepted to the exclusion of the other jointholder or holders.
19. The Chairman of a meeting of the Debenture Holders may, with the consent of themeeting, adjourn the same from time to time and from place to place, but no businessshall be transacted at any adjourned meeting other than the business left unfinished at themeeting from which the adjournment took place.
20. In the case ofequaJity of votes, whether on a show of hands, or on a poll, the Chairmanof the meeting at which the show of hands takes place or at which the poll is demanded,shall be entitled to a second or casting vote in addition to the vote or votes to which hemay be entitled to as a Debenture Holders.
21. The demand of a poll shall not prevent the continuance of a meeting for the transactionof any business other than the question on which a poll has been demanded.
22. The Chairman of any meeting shall be the sole judge of the validity of every votetendered at such meeting. The Chairman present at the taking of a poll shall be the solejudge of tile validity of every vote tendered at such poll.
23. A meeting of the Debenture Holders shall, inter alia, have the following powersexercisable in the manner hereinafter specified in Clause 24 hereof:
(i) Power to sanction any compromise or arrangement proposed to be made betweenthe Company/Company and the Debenture Holders.
(ii) Power to sanction any modification, alteration or abrogation of any of the rightsof the Debenture Holders against the Company.
(iii) Power to assent to any scheme for reconstruction Or amalgamation of or by theCompany whether by sale or transfer of assets under any power in the Companyarid the Ccilnpany's Memorandum of Association or otherwise under the Act orpf~'visions afany Applicable Law. /;~';::;T~>\
~1*"~~'AN'w Ii ~,f}vv') d(~/ ()//1/ l~.(~·'\~~\s/\~Q(:~~:~~S~j_.- 9;;""--'- I. -~.-"'-- {Iv .~./ I···
Landcraft Debenture. Company i~:~hiallll L;...... ".
RohilModi
ManuGal'!~
CauravGarg
Lalit/(UIII21'
.IaiswalT"ustcc
1450fJ55
(iv) Power to assent to an)' modification of the provisions contained in the Agreementand to aurhorise the Debenture Trustee to concur in and execute anySupplemental Deed embodying any such modification,
(v) Power 10 remove the existing Trustees and to appoint new Trustees.
(vi) Power to give any direction, sanction. request or approval which under anyprovision of the Deed is required to be given by a Special Resolution.
24. The powers set out in Clause 23 hereof shall be exercisable by a special resolutionpassed at a meeting of the Debenture Holders duly convened and held in accordancewith provisions herein contained and carried by Majority Debenture Holders, votingthereat upon a show of hands or if a poll is demanded by a majority representing not lessthan 5 J % (Fifty One per cent) in value of the votes cast on such poll. Such a resolut ion ishereinafter referred to as a "Special Resolution".
25. A resolution, passed at a general meeting of the Debenture Holders duly convened andheld in accordance with these presents shall be binding upon all of the DebentureHolders, whether present or not at such meeting, and each of the Debenture Holders shallbe bound to give effect thereto accordingly, and the passing of any such resolutions shallbe conclusive evidence that the circumstances justify the passing thereof, the intentionbeing that it shall rest with the meeting to determine without appeal whether or not thecircumstances justify the passing of such resolution.
26. Minutes of all Resolutions and proceedings at every such meeting as aforesaid shall bemade and duly entered into books from time to time provided for the purpose by theDebenture Trustee at the expenses of the Company and any such minutes as aforesaid, ifpurported to be signed by the Chairman of the meeting at which such resolutions werepassed or proceeding held or by the Chairman of the adjourned meeting shall beconclusive evidence of the matters therein contained and until the contrary is provedevery such meeting in respect of the proceedings of which minutes have been made shallbe deemed to have been duly held and convened and all resolutions passed thereat orproceedings taken, to have been duly passed and taken. In the event that the Chairmanshall expire or otherwise be unable to sign the minutes ill accordance with the above, thesecond nominee of the Trustee shall sign the minutes on behalf of the Chairman andsuch signed minutes shall be conclusive evidence of the matters therein contained anduntil the contrary is proved every such meeting in respect of the proceedings of whichminutes have been made.
k-ltl<'\ ~./ . /Jff/..:...,~,~,-.-
Rollit l\1anu Cuurav LalitModi G~rg Garg Kumar
Jaiswal
146 of 155
THE SEVENTH SCHEDULE REFERRED TO HEREINABOVE
(Company Certificate)Date: _
I refer to the Debenture Trustee Appointment Agreement dated . 2018("Agreement"). Terms defined in the Ageemenr have the same meaning when used in thisCertificate (unless otherwise defined in this Cerrificarc),I, the undersigned, a director of . having its registered office at-- --.-------------_._----(vCompany"), do hereby certify as follows:
attached hereto as Exhibit A, is a true, correct and complete copy of the constitutionaldocuments of the Company along with such amendments thereto and suchconstitutional documents along with any amendments thereto remain in full force andeffect on the date hereof;
2 attached hereto as Exhibit B, is a true, correct and complete list of all the directors ofthe Company;
3 that the issuance of the NCDs or granting of security to secure the obligations under theFinance Documents would not cause any borrowing, granting of security or similarlimit binding on it to be exceeded;
4 each copy document relating to the Company and specified in the Fourth Schedule(Conditions Precedent) of the Agreement is correct, complete and in full force andeffect and has not been amended or superseded as the date of this Certificate;
5 the representations and warranties in the Agreement are true and accurate as of the datehereof, before and after issuance of the NCDs and to the application of the proceedstherefrom as though made and on and as of the Allotment Date;
6 that there is no material adverse change in the business, condition (financial orotherwise), operations, performances, properties, or prospects of the Company, sinceMarch 31, 2016.
7 that there is no pending litigation, investigation or proceedings that may have a materialadverse effect on the business, condition (financial or otherwise), operations,performances, properties, or prospects of the Company or that purports to affect thisAgreement or the transactions contemplated thereby.
For and on behalf of -----
Name: ----Title: Managing Director
---
t~ .~...•~/ Ofl ..-:-)
Manu Gaurav Lalit LandcraftGarg Garg Kuma,"
Jaiswal
/::;'~;::;;;~~:~>\
~~;JRohitModi
147ofl55
CERTIFIED TRUE COpy
THE EIGHTHSCHEDULE REFERRED TO HEREINABOVE
Major Decisions
I) Acquisition of any additional future properly! future project;
2) Transfer 0)' assign rights under the Development Agreement or Sale /lease of theProject Property or Floor Space Index (FSI) 0)' development rights thereon, cessationof the construction, entering into any joint development projects, or giving anyadvances to any entity or Person in relation to the Project except in ordinary course ofbusiness.
3) To determine project capitalization and the terms of debt, including any guaranteesrequired of the Company.
4) To authorize or issue any securities and to set the offer price for such securities otherthan the securities issued under this Agreement and to set the terms thereof.
5) To create any lien against any asset or right of Company in relation to the Project orthe Project Property.
6) Appointment of key managerial personnel in the Company, including but not limitedto chief executive officer/chief financial officer/ chief project manager/ chief ofmarketing and sales, etc.;
7) To amend the Memorandum and Articles of Association.
8) To increase or decrease the number of authorized or issued shares of Company andany change in the terms of such share capital.
9) To authorize or make any repurchase/buyback, redemption, conversion or otheracquisition of any securities of Company or any cancellation of any securities anddeciding on the terms and conditions thereof, including payment of any pricetherefor.
10) To recommend, authorize, set aside for payment or pay any dividend or otherdistribution with respect to any securities of Company.
11) To authorize or enter into any reorganization, merger, consolidation, recapitalizationor any kind of corporate restructuring or any business combination involvingCompany.
12) To ~e.gjster/approvc the transfer of Shares other than in accordance with the terms ofthis :,:\grecment and the Articles of Association of the Company;
[Qw\ ~/ Yf;r C\tl~...•.......-....,._"""'_.Hohit Manu Gaurav Lalit Lan <iCI"lI fIModi Cllrg Garg Kumar
Jaiswnl
148 of 155
CERTIFiED TRUE COpy
13) To authorize any allocation of common expenses between various business activities,if any, of the Company or its Affiliates.
[4) To reclassify, convert or exchange any of Company's shares of capital stock.
15) To authorize the creation dissolution 01' sale of any subsidiary of Company, whetherby formation, acquisition or otherwise.
16) Creation, dissolution or sale of any slake in any joint venture ofthe Company;
17) To authorize Company to enter into any new business, suspend or cease any of itsexisting business or transfer all or a material portion of its business,
18) To authorize or enter into any transaction with any Affiliate of Company.
19) To authorize any commencement of a dissolution, liquidation, bankruptcy, orvoluntary winding up of Company.
20) To authorize the commencement of any litigation by Company involving an amountin excess of Rs 25,00,000 (Rupees Twenty Five Lakhs only) provided however, thatno such consent shall be required in the event the litigation has been commenced (i)against the interests of a Party; (ii) in the normal course of business against anycustomer, vendor or employees of Company;
21) To authorize any change in the scope of the Company's Business or authorize theCompany to enter into any new business, suspend or cease any of its existing businessor transfer all or a material portion of its business other than in ordinary course of itsbusiness.
22) To undertake any public offering of any secunnes by Company includingappointment or termination of book funning lead manager.
23) To commit, agree, authorize or enter into any binding agreement to take any of theforegoing actions.
24) The Company creating or permitting to exist any lien, security interest or other churgcor encumbrance of any kind 011 any of its assets other than in the ordinary course ofbusiness;
25) Appointment or termination of statutory or internal auditors or change in theaccotill1ing Or revenue recognition practices of tile Company;
l--'~
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~/
.':. ~.",..,--. Company
r~W\RohitModi
'~~!Iialla•...-,".:»
Landcraft Debenturetrustee
ManuGarg
CauravG:lrg
LalitKumar.laiswal
149 of 155
rrv~ ..•..t\-"""'~ i,~·
26) An increase or decrease rn the size OJ' composition of the Board or the ProjectManagement Committee;
27) Any adverse change to the rights, preferences, and privileges of any series ofpreference shares, equity shares or debentures;
28) Approval or modification of the Business Plan of the Company;
29) incurrence of indebtedness of any amount, secured or unsecured or capitalcommitment in excess of an amount of Rs. 50,00,000/- (Rupees Fifty Lacs) or asapproved in the Annual Budget and annual Business Plan;
30) Any deviation in the Business Plan (in excess of 10%) regarding fixation of salesprices 1 lease rentals for the Project and any other matters and/or any deviation ill theconstruction costs of a Project having a direct impact on the revenues of theCompany;
31) Any deviation of ill the saleable area of the Project (in excess of J 0%);
32) 5% deviation from the Business Plan regarding debt (including any guarantees) or thecreation of any Encumbrance or security interest in the Property;
33) Major alteration in the plans for the development of the Project;
34) Structuring and securing any Third Party joint ventures or collaborations for thedevelopment or marketing of any assets of the Company.
35) Guarantee any debt or obligation, provide indemnities for an amount exceeding Rs5,00,00,0001- and subject to clause 19.2.2 of this Agreement;
36) No purchase of securities, either private or publicly traded, for speculative or non-strategic investment purposes, shall be made, other than high grade money marketsecurities;
37) Participation in and submission of any bid, offer, proposal or tender of any bindingnature;
38) Any future payments made to or future contracts entered into with Affiliates/relatedparty of tile Company;
39) To sell. transfer or encumber any of the assets or rights of Company (other than in theordinary course of the business) mortgaged! charged in favour the Debenture Trustee;
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Rohit i\'f1l1111 Gaurav 'DebeutureModi G:U'g Carg Kur1l111" Trustee
.Iaiswal
150 of 155
40) Making any investment in any project / company I special purpose vehicle oracquisition of any such project/company/special purpose vehicle;
41) To authorize the creation of any subsidiary of the Company, whether by formation.acquisition or otherwise;
42) Confessing a judgment against the Company, settling any tax claim, submitting aCompany claim [0 arbitration exceeding an amount of Rs I crore;
43) Conversion of the Company from private company to a public company;
*' i \"'\~'»:: ¥ ~'('''-'',','',I~", ",.' , :'~J':\' ~'V." ~',' ,~j~ :;".\;.-,--"-"' .....- ~..-'~i-:---'+--"-o--'---"----I----+--',-----4---'-'.::.' -".---.:''';",,'1-''---'.----+~---_1
Company ',;,'Ashiana"~, Rohlt Manu Gaura\' Lalit Landcraft "" DebcIIIUI'CModi Garg Carg Kumar Trustee
JaiswalI~ ~~:~~Tr' ~ ~ ~ -L J-, L- _.:
15101'155
ANNEXURE ABlJSINESS PLAN
[enclosed separately]
kh*N~ ~?~ *'. /7Jl/ LQ .,*..(~J~'~l)C';;'ujlsny -:':-~:;:s:"";;:-~-;-:-a--f;"'''~R-O--h=it'''''--+--!\-1--a-nu- --l-if.....'cfc..:afi-ul-_a-"--I---L-II-!it=----+-I-.a-n-d-CI-_a-n--+-D-.c-b..c.c'''''lt-...:ou'''"rc---'
r- C) Modi Garg Garg Kumar Trustee.r;
Jniswal
1520f155
ANNEXURE nDISCLOSURE LETTER
.~-..~ _.-.SN NATURE NAME OF PROMOTERS AMOUNT in Rs
as Oil 14/02/2018I Remuneration Payable Rohit Raj Modi 2 J ,00,0001-2 Rel!ll1l1eration Payable Manu Garg 20,73,000/-3 Project Management Fees Ashiana Homes Pvt Ltd 1,03,68,000/-
Payable4 Project Management Fees Landcraft Developers Pvt Ltd (A 64,80,0001.
Payable group company of Landcraft
-Projects Pvt Lid)
KumarJaiswal
153 of 155
SIGNED SEALED AND DF.:IAVERED BY SIGNED SEALED AND I)ELlVEJ~ED BYTHE WITHIN NAMED "COMPANY"ASHlANA LANDCRAFT REALTYPRIVATE LIMITED
Name: Mr. Rdhit'Raj ModiDesignation: Authol'isc'(jlSfgft.ituryO!'j
~ "1--' '. ,o'T !:"r:: ,A'l'l'Y 'j LIL'()f f\SH\f\\I.J/\ l..!\NU(,lnJ\t·· 1 1\.,.)-\,··1 ',,_.
'(\~ ~~;"::S'9"'\ONName: MI". Manu GargDesignation: Authorised Signatory
Mr. Manu Garg
SIGNED SEALED AND DELIVERED BYASHIANA HOMES PRIVATE LIMITED
SIGNED SEALED AND DELIVERED BY
For .A3HiANI\
MI'. Gaurav Carg
SIGNED SEALED AND DELIVERED BYLANDCRAFT PROJECTS PRIV ATELIMITED
SIGNED SEALED AND DELIVERED BY
1540f155
CER1 \F\E.O 1 tiUE COP'i
SJGNED SEALE)) AND niIivEREri-SY SIGNEr) SEAI.ED AND DEUVF.RF.D BYTHE WITHIN NAMF.D "'DEBENTURETRUSTEE"
Name: Mr. J)aljit SinghAufhoriscd "':ian ••tnMJ
I.
2.
IS5oft55
CERTIF1EO TRUE COpy